1. Eligibility and Suitability

Potential investment listings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risks associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Users must ensure that they qualify as accredited investors under applicable laws and confirm such status by reviewing the “Accredited Investor” requirements on the SEC website. By using this Site, you acknowledge and agree that you are solely responsible for your own due diligence, compliance with securities laws, funding obligations, legal compliance, and the execution of any transactions separate from the Site.

2. Seller Representations and Warranties

Each Seller listing an interest on this Site (“Interest”) represents and warrants to the potential Purchaser(s) and to Accredited Vault that:

• The sale of any such Interest is in compliance with all applicable laws, and no consents which haven’t already been obtained are required to close the sale of any such Interest.
• No representation, warranty, or other statement made by Seller in connection with the contemplated transactions contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in the sale transaction documents, in light of the circumstances in which they were made, not misleading.
• Users are responsible for determining that the party they are doing business with qualifies as an Accredited Investor.
• Accredited Vault and each User are independent parties and not engaged in a partnership, joint-venture, agency relationship, or other partnership in any manner.
• No Seller may list an Interest that is in distress, insolvent, near insolvency, in bankruptcy, or experiencing cash flow issues in meeting current obligations.
• Users are not broker-dealers and act on their own behalf, not on behalf of any other party.
• Users are acquiring Interests for their own account without the intent to resell or offer for sale.
• No User is in possession of material, non-public information regarding the Interests that has not been disclosed to the other party before the close of the sale.

3. Disclaimer of Liability and Responsibilities

Accredited Vault facilitates connections between prospective investors and issuers listed on the platform but does not participate in the negotiation, funding, due diligence, legal compliance, or any other aspect of the purchase and/or sale of any Interest. Accredited Vault shall not be responsible or liable for any investment decisions or recommendations with respect to the purchase or disposition of any Interests. Users acknowledge that Accredited Vault acts solely in a passive capacity with respect to transactions on the Site.

4. Removal of Interests

Accredited Vault reserves the right to remove any Interest for any reason and, absent breach by the Seller, may refund the listing fee. Accredited Vault shall not be obligated to inform the Seller or any interested parties why the Interest was removed, and may make an offer to acquire any such Interests in its sole discretion despite removing it from the site.

5. Indemnification

Each User shall indemnify, defend, and hold Accredited Vault and its affiliates, and their respective officers, directors, agents, and employees harmless against any investigation, claim, action, or proceeding brought by a purchaser, seller, court, regulator, self-regulatory organization, or any other party if such action relates to the User’s purchase, sale, or offering of any Interest, or results from any action, inaction, omission, misstatement, or statement of such User arising out of or based upon such User’s breach of these Terms and Conditions. This includes covering any related losses, claims, damages, legal expenses, judgments, or other costs incurred by Accredited Vault arising out of such actions.

6. Modifications to Terms and Conditions

Accredited Vault reserves the right to modify these Terms and Conditions at any time. Continued use of the Site constitutes acceptance of any modified terms.