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The EB-5 Investor Portal

User
Agreement

EB-5 Investor Portal User Agreement

Updated June 13, 2016

Welcome to EB-5 Investor Portal (“EB-5 Investor Portal”).  This user agreement (the “Agreement”) is a contract between you and EB-5 Investor Portal and governs all transactions between you and the EB-5 Investor Portal, as well as your use of the www.eb5eb5.com website and all EB-5 Investor Portal services (the “Services”). Before using the site, you must read and accept all of the terms and conditions in, and linked to, this Agreement, including the Privacy Policy.

About EB-5 Investor Portal

EB-5 Investor Portal manages an electronic website that allows you to learn about the EB-5 visa and see a display of projects for which you may be eligible to invest through our broker dealer who is fully licensed and contracts with EB-5 Investor Portal for services and with issuers as a placement agent for different offerings.

Your Information

You agree that the information you may provide is current, accurate, truthful and complete, and you will regularly update this information to maintain its completeness and accuracy.

Verification

U.S. federal law requires broker dealers and securities issuers to obtain, verify and record information that identifies persons, entities or corporations seeking to invest in EB-5 projects. You agree to provide EB-5 Investor Portal with all required information or documentation that permits EB-Investor Portal to verify your identity. Any required information you provide to EB-5 Investor Portal may be subject to verification, including through the sharing of such information with third parties for this purpose.

Privacy

To comply with regulations, we or our broker dealer may ask for certain information that allows us to comply with certain rules and regulations related to, among other things, suitability of investments and anti-money laundering. For a complete description of how we use and protect your personal information, see our Privacy Policy.

U.S. Economic Sanctions

You represent that you, or the organization for which you are acting as an authorized person, have not been designated by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) as a Specially Designated National or Blocked Person, you have no reason to believe that you would be considered a Blocked Person by OFAC, and you do not reside in a restricted country. You also represent that, to the best of your knowledge, you are not employed by or acting as agent of any government, government-controlled entity or government corporation restricted under OFAC.

EB-Investor Portal Transactions / Our Relationship with Issuers

EB-5 Investor Portal enters into agreements with certain issuers to list private placements of their securities on the EB-5 Investor Portal website. Our broker dealer is authorized to accept offering documents for the issuers and to facilitate the execution of payment instructions. EB-5 Investor Portal receives compensation from issuers for facilitating directing investors to projects and for certain administrative costs. The EB-5 Investor Portal may also receive a portion of the administrative fee after deduction for broker dealer fees, immigration counsel fees and other consulting fees. The details of this compensation are available in the offering memorandum for each project. Your funds will flow into either a third-party escrow account for payment to the issuer or directly to the issuer in accordance with the terms of the offering. EB-5 Investor Portal is not a party to the escrow or other depository holding the project funds. Security ownership is transferred to you directly from the issuer. EB-5 Investor Portal does not hold securities. The terms and features of the securities available on EB-5 Investor Portal are at the discretion and control of the issuer and will be stated in the offering memorandum for each security. Our broker dealer will make the offering memorandum for each security available to qualified investors on a password-protected section of our website. It is your responsibility to review and understand the information in the offering memorandum before signing the subscription documents.

Brokerage Services / No Advice

EB-5 Investor Portal does not provide legal, tax, estate-planning, immigration law, brokerage services, investment advice or advice regarding the suitability, profitability or appropriateness of any security. We ascertain your eligibility for an EB-5 investment based on your personalized input, but you are responsible for determining whether any investment is appropriate or suitable for you based on your investment objectives and personal financial situation. You should consult an attorney or tax professional regarding your specific immigration, legal or tax situation.

Nondisclosure of Material / Nonpublic Information

In connection with the Services it provides, EB-5 Investor Portal may come into possession of confidential, material, non-public information. We are prohibited from improperly disclosing or using this information for our own benefit or for the benefit of any other person. We maintain policies and procedures designed to prohibit the communication of this information to persons who do not have a legitimate need to know the information, to meet our obligations to issuers, and to remain in compliance with applicable law. You understand and agree that, in certain circumstances, we may have information that, if disclosed, might affect your decision to buy a security, but that we will be prohibited from communicating to you or using for your benefit.

Facilitating Your Payments

Browsing our website is offered to you free of charge. Our broker dealer acts a placement agent for a security from the issuer and facilitates your subscription for that security using a permitted payment method. EB-5 Investor Portal is not a party to the subscription agreement or flow of funds to the issuer.

Applicable Rules and Regulations

All transactions will be subject to our broker dealer’s as well as our internal rules and policies and, where applicable, to FINRA rules and regulations; the provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934; the rules and regulations of the SEC, the Board of Governors of the Federal Reserve System, and any applicable self-regulatory organizations; and other federal and state laws and regulations. In no event will EB-5 Investor Portal or our broker dealer be obliged to effect any transaction it believes would violate any federal or state law, rule or regulation, or the rules or regulations of any regulatory or self-regulatory body.

Electronic Signatures and Delivery of Documents

The use of an electronic version of the account documents fully satisfies any requirement that they be provided to you in writing, and the electronic version of this Agreement is considered to be the true, complete and enforceable record of our Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You are solely responsible for reviewing and understanding all of the terms and conditions of these documents, and you accept as reasonable and proper notice, for the purpose of any laws, rules and regulations, notice by electronic means. You may access and retain a record of the documents you electronically sign through EB-5 Investor Portal.com.

Electronic Delivery of Documents

You agree that EB-5 Investor Portal and its broker dealer may provide you with an electronic copy of all documents and communications.

User Restrictions / Restricted Activities

In connection with your use of our website, your EB-5 Investor Portal account, or the Services, or in the course of your interactions with EB-5 Investor Portal, you agree that you will not:

  • Breach this Agreement or any other agreement that you have entered into with EB-5 Investor Portal (including any EB-5 Investor Portal policies).
  • Violate any law, statute, ordinance, or regulation.
  • Infringe EB-5 Investor Portal’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
  • Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
  • Post comments that are false, inaccurate, misleading, defamatory, or contain libelous content.
  • Post comments containing personal information, including without limitation, telephone numbers, street addresses, and last names.
  • Provide false, inaccurate or misleading Information.
  • Pay for your transactions with fraudulent funds or with what we or the broker dealer reasonably believe to be potentially fraudulent funds.
  • Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.
  • Use an anonymizing proxy.
  • Use the Services in a manner that results in or may result in complaints, disputes, claims, fees, fines, penalties and other liability to EB-5 Investor Portal or you.

Access and Interference

Much of the information on our website is updated on a real-time basis and is proprietary or is licensed to EB-5 Investor Portal by third parties. This website contains robot exclusion headers. You agree that you will not:

  • Use any robot, spider, scraper or other automated means to access the website for any purpose without our express written permission.
  • Attempt to obtain unauthorized access to any features of this website, or to any other protected materials or information, through any means not intentionally made available to you by EB-5 Investor Portal.
  • Take any action that may impose (in our sole judgment) an unreasonable or disproportionately large load on our infrastructure.
  • Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the website without the prior expressed written permission of EB-5 Investor Portal and the appropriate third party, as applicable.
  • Interfere or attempt to interfere with the proper working of the website or any activities conducted on the website.
  • Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, or surreptitiously intercept or expropriate any system, data or information.
  • Use any device, software or routine to bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the website.
  • Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers.

Your Liability and Actions We May Take

You are responsible for all claims, fees, fines, penalties and other liability incurred by EB-Investor Portal or any third party caused by or arising out of your breach of this Agreement or your use of the Services. You agree to reimburse EB-5 Investor Portal or any third party for any and all such liabilities.

Actions We May Take

If you engage in any restricted activities, we may take various actions to protect EB-5 Investor Portal from claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

  • We may update inaccurate information you provided us.
  • We may remove user comments that do not comply with Sections.
  • We may refuse to provide the Services to you in the future.
  • We may take legal action against you.
  • Whether we decide to take any of the above steps, remove content, or refuse to provide Services, we do not monitor, and you agree we will not be subject to liability for monitoring, the website.

Contact Us If you have any questions or comments about this Agreement, your EB-5 Investor Portal account or EB-Investor Portal’s practices, you may contact Customer Service, email us at info@eb5eb5.com or send us mail at: EB-5 Investor Portal, LLC,  Attn: Customer Service, 149 South Barrington Avenue, #804, Los Angeles, CA. 90049

 Disputes with EB-5 Investor Portal

Effect of Arbitration Agreement: This Agreement contains a pre-dispute arbitration agreement. By entering into the arbitration agreement the parties agree as follows:
All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
The arbitrators do not have to explain the reasons for their award.
The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities or EB-5 industry.
The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
The rules of the arbitration forum in which the claim is filed, as amended from time to time, are hereby incorporated by reference into this Agreement.
Arbitration Agreement: All controversies that may arise between us (including but not limited to controversies concerning any account, order or transaction, or the continuation, performance, interpretation or breach of this or any other agreement between us, whether entered into or arising before, on or after the date this account is opened) shall be determined by arbitration in accordance with the rules then prevailing of JAMS.  You make this arbitration agreement on behalf of (i) yourself and your heirs, administrators, representatives, executors, successors, assigns; or (ii) the corporation or other entity for which you are acting as an authorized person; and with all other persons claiming a legal or beneficial interest in your account. You understand that judgment upon any arbitration award may be entered in any court of competent jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action until (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
Arbitration Hearings: Any arbitration hearing will be held in Los Angeles, California unless otherwise agreed between you and EB-5 Investor Portal. All arbitrations will be held in the English language, unless otherwise agreed to by the parties.
Limitations of Liability:  In no event shall EB-5 Investor Portal or our agents, employees, affiliates or suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our website or the Services or this Agreement (however arising, including negligence). In states that do not allow the exclusion or limitation of incidental or consequential damages, the above limitation or exclusion may not apply to you. Our liability, and the liability of our agents, employees, affiliates and suppliers, to you or any third parties in any circumstance is limited to the actual amount of direct damages.

No Warranty / General

EB-5 Investor Portal and our agents, employees, affiliates and suppliers provide the Services “as is” and without any warranty or condition, express, implied or statutory. EB-5 Investor Portal and our agents, employees, affiliates and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. EB-5 Investor Portal does not guarantee continuous, uninterrupted or secure access to our Services, and operation of our website may be interfered with by numerous factors outside of our control. In states that do not allow the disclaimer of implied warranties, the disclaimers provided in this Section may not apply to you. This Section gives you specific legal rights and you may also have other legal rights that vary from state to state.

Third Party Data

To the fullest extent permitted under applicable law, EB-5 Investor Portal makes no representation or warranty, express or implied, with respect to any third party data provided to EB-5 Investor Portal or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. EB-5 Investor Portal will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (i) any such inaccuracy, error, delay or omission, (ii) third-party non-performance, or (iii) interruption in any such third party data due either to any negligent act or omission by EB-5 Investor Portal or “force majeure” or any other cause beyond reasonable control of the EB-5 Investor Portal.

Indemnification

You agree to defend, indemnify and hold EB-5 Investor Portal and its officers, directors, agents and employees harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Services.

Intellectual Property

“EB-5 Investor Portal” is a trademark and trade names of EB-5 Investor Portal, LLC. All page headers, logos, graphics and icons are protected to the extent allowed under applicable laws. All other designated trademarks and brands are the property of their respective owners. You may not copy, imitate or use any of EB-5 Investor Portal’s intellectual property without its prior written consent.

Assignment

You may not transfer or assign any rights or obligations that you have under this Agreement without EB-5 Investor Portal’s prior written consent. EB-5 Investor Portal reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

Governing Law

This Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions. Except as otherwise agreed by the parties, you agree that any claim or dispute you may have against EB-5 Investor Portal must be resolved by arbitration in the State of California.

Severability and Waiver

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

Legal Notices

EB-5 Investor Portal may provide notice to you by emailing it to the address listed in your account. Notice shall be considered to be received by you within 24 hours of the time it is emailed to you unless we receive notice that the email was not delivered. Except as otherwise stated, notice to EB-5 Investor Portal must be sent by postal mail at: EB-5 Investor Portal, LLC, Attention: Legal Department P. O. Box 10278, Marina del Rey, CA 90295.

Changes to the Agreement

We may change this Agreement from time to time, and when we do we will post the amended terms on the EB-5 Investor Portal site.

Entire Agreement

This Agreement, together with the Privacy Policy, sets forth the entire understanding and agreement between us with respect to the subject matters hereof.

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