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Directpost
User Agreement
Acceptance
Use of Directpost as well as information and features located on Directpost (collectively “the Service”) constitutes your acceptance and agreement to be bound by this Agreement.
Privacy
The Directpost data protection policies are set forth under privacy policy, which is hereby incorporated into this Agreement.
Payment and Commissions
Directpost is an information site providing information about primary offerings of Direct Participation Programs (the “Programs”). While Directpost is free to users, Sponsors of these Programs agree to pay a fee to Directpost based upon capital invested. In addition, in certain circumstances, the Sponsors have agreed to pay broker/dealers which are selling interests in the Program commissions as set forth in the offering. All purchases of securities listed on Directpost must take place through the use of Directpost Services, and to the extent the Sponsor has elected to sell the Program’s securities through broker-dealers, must be purchased by using the services of a broker-dealer. A user may utilize the services of any broker-dealer it chooses. A list of broker-dealers which have agreed to work with Sponsors of Programs listed on Directpost may be accessed under the “Broker-Dealer” tab. By using Directpost you agree not to try to circumvent these arrangements.
Right of Use
Your right to use Directpost is personal to you and is not transferable to another person and/or entity by you. Your access and right to use Directpost may be interrupted at any time and from time to time for many reasons including without limitation, failure of equipment, periodic updating, or other actions that Directpost might in its sole discretion choose to take. Directpost cannot be responsible for or anticipate technical or other difficulty that could result in the loss of data, personalization settings or other service interruption.
Rights you Grant to Us
As the owner of any information, data, passwords, user names and other login information or other content posted by, or which you provide to Directpost through the Service (“User Content”), you are licensing Directpost to use the User Content, but only for the purpose of providing the Service. By submitting User Content you represent that Directpost may use your User Content for this purpose without limitation and without payment of any fees to you.
Intellectual Property Rights
The contents of Directpost belong or are licensed to Directpost or its software or content suppliers. You are granted the right to view Directpost subject to these terms; you may download or print a copy of information provided for your personal use. Any reproduction or use of any content without the express consent of Directpost is prohibited.
Rules for posting content on the Service:
- a) As part of the Service Directpost may allow Users to post content on Directpost chat.
- b) You are responsible for all content you post.
- c) By submitting content you represent that you have all necessary rights and you hereby grant Directpost a worldwide, non-exclusive royalty free right to use, reproduce and distribute such content in connection with the Directpost service.
- d) You may not post any content which is libelous or defamatory or which discloses private matters concerning any person. You may not post any content which is obscene, pornographic, harassing, threatening or ethnically offensive.
- e) You may not post any content that would violate the property rights of others.
- f) You agree that any employment by you with any contractor which you contact through areas of Directpost that may be designated for such use is between you and that contractor and not with Directpost.
Disclaimer of Representations
THE CONTENT AND ALL SERVICES ON DIRECTPOST ARE PROVIDED ON AN “AS IS BASIS”. DIRECTPOST MAKES NO REPRESENTATION AS TO THE ACCURACY, RELIABLITY OR COMPLETENESS OF THE CONTENT, WHETHER SUCH CONTENT IS PROVIDED BY DIRECTPOST, A SPONSOR, OR A USER AND EXPRESSLY DISCLAIMS ANY WARRANTY OR FITNESS FOR A PARTICULAR PURPOSE.
Not a Registered Exchange or Advisor
Neither Directpost nor the Service is a provider of legal, financial or tax advice. Directpost is not a registered exchange under the Securities Exchange Act; it is not a registered investment advisor under the Investment Advisors Act of 1940; is not a financial or tax planner and does not render legal advice.
Limitation on liability
Directpost shall in no event be liable to you or to any third party in any manner whatsoever, whether in contract or tort or under any other theory of law or equity, for any indirect, special consequential or other type of loss or damage arising in whole or in part from your use of the Directpost Service.
Indemnification of Directpost
You will defend, indemnify and hold harmless Directpost and its officers, director’s employees and affiliates from and against any claims and expenses, including but not limited to attorney’s fees arising in whole or in part from your breach of this agreement.
Termination
This Agreement will continue until terminated by either party. You may terminate this Agreement by closing your Directpost account. Directpost may terminate this Agreement at any time by email to you to the address you provided as part of your registration.
Directpost
By:_______________________________
Accepted and Agreed
By________________________________
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Directpost, Inc.
DEALER AGREEMENT
for Securities listed on Directpost.com
_____________, 201___
To Whom It May Concern:
The undersigned, Directpost, LLC, a Delaware corporation ("Directpost"), has entered into a Listing Agreement (collectively the "Listing Agreements") with several Direct Participation Programs (the "Programs") pursuant to which Directpost has agreed to list the Programs and to provide certain Services (the "Directpost Services") in connection with such Programs. The terms of the offerings are set forth on Directpost as stated, amended or supplemented from time to time.
You are invited to become a Directpost Dealer and as such may place orders to purchase interests in the Programs of which your customers may have an interest from time to time, in accordance with the following terms and conditions.
- 1. Directpost Dealer Representations.
You hereby confirm that you (i) are a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"), (ii) are qualified and duly registered to act as a broker-dealer within all states in which you may sell interests in a Program , (iii) are a broker-dealer duly registered with the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), and (iv) will promptly notify Directpost of any change in any such registrations and qualifications in good standing for the duration of this Agreement.
You hereby agree that you are acting as an independent contractor, and not as Directpost’s agent, or as an agent of any Program or its affiliates. You agree that with respect to each relevant Program you will diligently make inquiries as required by law of all prospective investors in order to ascertain whether a purchase of the securities is suitable for the investor. You shall not solicit the purchase of Securities in a manner that such solicitation constitutes a public offering under the Securities Act of 1933, as amended (the "Securities Act"). All funds received by you with respect to any Program shall be transmitted to the Program’s Escrow Agent by noon of the next business day following receipt thereof.. The Escrow Agent will be responsible for the prompt transmittal of such funds directly to the Program. The funds shall be maintained in accordance with SEC Rule 15c2-4. No Subscription Agreement shall be effective unless and until accepted by the relevant Program, it being understood that the Program may accept or reject any investor in its sole discretion and that the Program may terminate the offering of Securities at any time for any reason or that Directpost may terminate the listing of the Program.
You understand that Directpost is providing information and certain services to the Programs and is not an underwriter or otherwise participating in the offering of Securities. You further understand that all Programs are being offered on a "best-efforts" basis and that your compensation for the sale of Securities is conditioned upon the terms of a separate agreement that you sign with the relevant Program and acceptance of said sales by the Program.
You agree not to rely upon the efforts of Directpost in determining whether the Program has adequately and accurately disclosed all material facts upon which to provide a basis for evaluating the Program Relevant Program to the extent required by federal or state law, or FINRA.
You agree not to rely upon the efforts of Directpost in performing due diligence related to the Program (including its officers, directors, employees, and Affiliates), the Securities, or the suitability thereof for any investors. You further agree that you are solely responsible for performing adequate due diligence, and you agree to perform adequate due diligence as required by federal and/or state law, and/or FINRA.
You agree not to execute any sale of the Securities into a discretionary account without prior written approval of the transaction by the investor.
You agree to retain in your records and make available to the Relevant Program, for a period of at least six (6) years following the offering termination date, information establishing that each person who purchases the Securities pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements of the jurisdiction in which such investor is a resident and the suitability requirements set forth in the Memorandum and the Subscription Agreement.
All subscriptions solicited by you will be strictly subject to acceptance thereof by the Relevant Program. The Relevant Program reserves the right in its absolute discretion to reject any such subscription and to accept or reject subscriptions in the order of receipt by the Relevant Program, as appropriate or otherwise. Neither you nor any other person is authorized to give any information or make any representation other than those contained on Directpost in connection with the offer and sale of the Securities.
Directpost shall be under no liability to you except for lack of good faith and for obligations expressly assumed by it in this Agreement.
You agree that in recommending to an investor the purchase, sale or exchange of the Securities, you shall have reasonable grounds to believe, on the basis of information obtained from the investor concerning his/her investment objectives, other investments, financial situation and needs, and any other information known by you, that:
- a. The investor meets the Investor Suitability Requirements set forth and the acquisition of Securities is a suitable investment for such investor as may be required by all applicable laws, rules, and regulations;
- b. The investor is or will be in a financial position appropriate to enable him/her to realize to a significant extent the benefits described;
- c. The investor has a fair market net worth sufficient to sustain the risks inherent in the investment, including loss of investment and lack of liquidity;
- d. The investment is otherwise suitable for the investor; and
- e. Maintain in your files (for six (6) years following the Offering Termination Date) records and information disclosing the basis upon which the determination of suitability was reached as to each investor.
You agree that before executing a purchase transaction in the Securities, you will inform the prospective investor of all pertinent facts relating to the liquidity and marketability of the Securities, as appropriate, during the term of the investment. You hereby undertake and agree to comply with all obligations applicable to you as set forth in FINRA rules.
- 2. Termination. This Agreement may be terminated by Directpost at any time upon five (5) days written notice to you.
- 3. Survival of Representation and Warranties. All representations, warranties and agreements of the Directpost Dealer contained herein shall survive the delivery, execution and closing thereof.
- 4. Governing Law. This Agreement shall be governed by, subject to and construed in accordance with the laws of the State of Delaware. This Agreement constitutes the entire understanding between the parties hereto and supersedes any prior understandings or written or oral agreements between them respecting the subject matter hereof.
- 5. Notice. Any notice from Directpost to you shall be deemed to have been fully given if mailed or telegraphed to you at your address set forth below.
- 6. Privacy Act. To protect Customer Information (as defined below) and to comply as may be necessary with the requirements of the Gramm-Leach-Bliley Act, the relevant state and federal regulations pursuant thereto and state privacy laws, the parties wish to include the confidentiality and non-disclosure obligations set forth herein.
- 7. Customer Information. "Customer Information" means any information contained on a customer’s application or other form and all nonpublic personal information about a customer that a party receives from the other party. "Customer Information" shall include, but not be limited to, name, address, telephone number, social security number, health information and personal financial information (which may include consumer account number).
- 8. Usage and Nondisclosure. The parties understand and acknowledge that they may be financial institutions subject to applicable federal and state customer and consumer privacy laws and regulations, including Title V of the Gramm-Leach-Bliley Act (15 U.S.C. 6801, et seq.) and regulations promulgated thereunder (collectively, the "Privacy Laws"), and any Customer Information that one party receives from the other party is received with limitations on its use and disclosure. The parties agree that they are prohibited from using the Customer Information received from the other party other than (i) as required by law, regulation or rule, or (ii) to carry out the purposes for which one party discloses Customer Information to the other party pursuant to the Agreement, as permitted under the use in the ordinary course of business exception to the Privacy Laws.
- 9. Safeguarding Customer Information. The parties shall establish and maintain safeguards against the unauthorized access, destruction, loss, or alteration of Customer Information in their control which are no less rigorous than those maintained by a party for its own information of a similar nature. In the event of any improper disclosure of any Customer Information, the party responsible for the disclosure will immediately notify the other party.
- 10. Survivability. The provisions of this section shall survive the termination of the Agreement.
Directpost
By: __________________________
Its: _____________________
Directpost Dealer
Name of Firm:__________________________________
By: ___________________________________________
Its: ___________________________________________
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To Whom It May Concern:
The undersigned, Directpost, Inc., a Delaware corporation ("Directpost"), has entered into a Listing Agreement (collectively the "Listing Agreements") with
several Direct Participation Programs (the "Programs") pursuant to which Directpost has agreed to list the Programs and to provide certain Services (the
"Directpost Services") in connection with such Programs. The terms of the offerings are set forth on Directpost as stated, amended or supplemented from
time to time.
You are invited to become a Directpost Registered Investment Advisor ("RIA") and as such may place orders to purchase interests in the Programs of which
your customers may have an interest from time to time, in accordance with the following terms and conditions.
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 Firm:
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Directpost
Institutional Investor
Acceptance: Use of Directpost as well as information and features located on Directpost collectively ("the Service") constitutes your acceptance and agreement to be bound by this Agreement.
Privacy: The Directpost data protection policies are set forth under privacy policy, which is hereby incorporated into this Agreement.
Payment and Commissions: Directpost is an information site providing information about primary offerings of Direct Participation Programs (the "Programs"). While Directpost is free to users, sponsors of these Programs agree to pay a fee to Directpost based upon capital invested. In addition, in certain circumstances, the sponsors have agreed to pay broker/dealers which are selling interests in the Program commissions as set forth in the offering. All purchases of securities listed on Directpost must take place through the use of Directpost Services and to the extent the sponsor has elected to sell the Program’s securities through a broker/dealer must be purchased by using the services of the broker/dealer. By using Directpost you agree not to try to circumvent these arrangements.
You are one of the following:
- a) an investment company registered under the Investment Company Act of 1940;
- b) a small Business Investment Company licensed by the US Small Business Administration under the Small Business Investment Act of 1958;
- c) an insurance company;
- d) a plan established and maintained by a state, its political subdivisions, or state agency, for the benefit of its employees;
- e) an employee benefit plan falling under the Employee Retirement Income Security Act of 1974;
- f) a trust fund whose trustee is a bank or trust company and whose participants are exclusively plans established for the benefit of state employees or employee benefit plans, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;
- g) a business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
- h) a 501(c)(3) charitable organization, corporation (other than a bank or a savings and loan association), partnership, or Massachusetts or similar business trust; or
- i) an investment adviser registered under the Investment Advisers Act of 1940.
- j) Any registered dealer, acting for its own account or the accounts of other Institutional Investors, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer.
- k) Any registered dealer acting in a riskless principal transaction on behalf of an institutional investor.
- l) Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Institutional Investors, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.
- m) Any entity, all of the equity owners of which are Institutional Investors, acting for its own account or the accounts of other Institutional Investors.
- n) Any bank or any savings and loan association or other institution, acting for its own account or the accounts of other Institutional Investors, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A in the case of a US bank or savings and loan association, and not more than 18 months preceding the date of sale for a foreign bank or savings and loan association or equivalent institution.
Terms
Your right to use Directpost is personal to you and is not transferable by you. Your access and right to use Directpost may be interrupted at any time and from time to time for many reasons including without limitation, failure of equipment, periodic updating, or other actions that Directpost might in its sole discretion choose to take. Directpost cannot be responsible for or anticipate technical or other difficulty that could result in the loss of data, personalization settings or other service interruption.
Rights You Grant to Us
As the owner of any information, data, passwords, user names and other login information or other content posted by you ("User Content") you provide to Directpost through the Service, you are licensing Directpost to use User Content, but only for the purpose of providing the Service. By submitting User Content you represent that Directpost may use your User Content for this purpose without limitation and without payment of any fees to you.
Intellectual Property Rights
The contents of Directpost belong or are licensed to Directpost or its software or content suppliers. You are granted the right to view Directpost subject to these terms; you may download or print a copy of information provided for your personal use. Any reproduction or use of any content without the express consent of Directpost is prohibited.
Rules for posting content on the Service:
- a) As part of the Service Directpost may allow Users to post content on Directpost chat.
- b) You are responsible for all content you post.
- c) By submitting content you represent that you have all necessary rights and you hereby grant Directpost a worldwide, non-exclusive royalty free right to use, reproduce and distribute such content in connection with the Directpost service.
- d) You may not post any content which is libelous or defamatory or which discloses private matters concerning any person. You may not post any content which is obscene, pornographic, harassing, threatening or ethnically offensive. You may not post any content that would violate the property rights of others.
- e) You agree that any employment by you with any contractor which you contact through areas of Directpost that may be designated for such use is between you and that contractor and not with Directpost.
Disclaimer of Representations
THE CONTENT AND ALL SERVICES ON DIRECTPOST ARE PROVIDED ON AN "AS IS BASIS". DIRECTPOST MAKES NO REPRESENTATION AS TO THE ACCURACY, RELIABLITY OR COMPLETENESS OF THE CONTENT, WHETHER SUCH CONTENT IS PROVIDED BY DIRECTPOST, A SPONSOR, OR A USER AND EXPRESSLY DISCLAIMS ANY WARRANTY OR FITNESS FOR A PARTICULAR PURPOSE.
Not a Registered Exchange or Advisor
Neither Directpost nor the Service is a provider of legal, financial or tax advice. Directpost is not a registered exchange under the Securities Exchange Act; it is not a registered investment advisor under the Investment Advisors Act of 1940; it is not a financial or tax planner and it does not render legal advice.
Limitation on Liability
Directpost shall in no event be liable to you or to any third party in any manner whatsoever, whether in contract or tort or under any other theory of law or equity, for any indirect, special consequential or other type of loss or damage arising in whole or in part from your use of the Directpost Service.
Indemnification of Directpost
You will defend, indemnify and hold harmless Directpost and its officers, director’s employees and affiliates from and against any claims and expenses, including but not limited to attorney’s fees arising in whole or in part from your breach of this agreement.
Termination
This Agreement will continue until terminated by either party. You may terminate this Agreement by closing your Directpost account. Directpost may terminate this Agreement at any time by email to you to the address you provided as part of your registration.
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- Password Rules
- Minimum 8 characters
- A combination of letter, numbers, and symbols
- At least one uppercase letter
- At least one lowercase letter
- At least one number or symbol (@, #, $, %, ^, &, *, etc.)
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