The following Terms of Service (“ToS”) govern your use of the Family Chateaux, Kautzman Alliance, LLC’s, web-based platform (www.familychateaux.com) and selected other domains (the “platform” or the “website”). You should regularly review the ToS, as they are subject to change.
General Terms and Conditions
All use of the platform is subject to the ToS. By accessing and using the platform or any service of the platform, you acknowledge, accept, and agree to all the terms, conditions, and privacy policies described or incorporated by reference below. The ToS represents a binding contract between you and Kautzman Alliance, LLC., its subsidiaries, affiliates, assignees and its and their officers, directors, employees and agents (“KA”), and are in addition to any other agreements between you and KA, including any other agreements that govern your use of products, services, content, tools, and information available on the platform. If you do not agree with anything contained in the ToS, please do not submit information to, access information from, or otherwise utilize the platform. KA reserves the right to change the ToS at any time without notice to you. Use of the platform following the posting of any changes to the ToS shall be deemed to be acceptance thereof by you. In the ToS, we may refer to a customer/reader as “you”. You agree to keep business information and information shared within our private community, including, but not limited to the terms set forth herein, and any user account information confidential until such information becomes known to the public generally and except to the extent that disclosure may be required by law, regulation or legal process.
Membership in the Family Chateaux will be selective and is intended to be a privilege. Members shall respect the integrity of the community and refrain from marketing investment opportunities to fellow members on the platform unless those investment opportunities are approved by KA to be posted on the platform. Relationships that derive from the Family Chateaux community and lead to investing with a fellow member in an investment opportunity is subject to a Transaction Fee unless agreed otherwise in advance. Fees will be paid by the parties seeking to raise capital from the Family Chateaux community unless otherwise stated and agreed to in advance. All members agree and acknowledge that upon acceptance as a Member they will be bound by the Engagement Letter with Kautzman Alliance, LLC attached to the Membership Letter as Exhibit D, regardless of whether such member signs such agreement. Should a member fail to inform the Family Chateaux of the fact that they successfully raised capital through a Family Chateaux member, membership privileges may be revoked and a 4% fee applied to the capital raised. Should a member abuse or materially violate the rules of participation described above, membership privileges can be revoked at the option of the Family
Use of the Platform; Limitations; Acceptable Use
The platform is designed for private community to connect members with each other for the purposes of seeking and managing investment or acquisition opportunities. KA is not involved in the actual transaction between buyers and sellers, and does not render investment or legal advice in connection therewith. None of the information submitted on the platform constitutes a solicitation, offer, opinion, or recommendation by KA to buy or sell any securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security of any kind, investment or transaction. For that reason all users of the platform agree to be responsible for their own due diligence and the legal and regulatory compliance of any transaction. As a user of the platform, you are required to provide true and accurate information about your businesses, and to update and maintain such information, but KA cannot and does not confirm the accuracy of information provided. KA reserves the right to refuse service, terminate relationships, and/or cancel orders in its discretion.
Intellectual Property; Copyright
The contents of the platform and any products or services provided or sold by KA, including the platform’s likeness, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses listed on the platform, are the property of KA or its content suppliers, and are subject to the copyright or other intellectual property rights of KA and to the terms of licenses held by KA. Such intellectual property is protected by federal and state law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software on this platform, or of any products or services sold by KA, is strictly prohibited. You may copy information from the platform only as may be strictly necessary for your own use to view, save, print, or transmit it. Otherwise, no portion of the platform may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by KA. The commercial use or public dissemination of any information and data gathered from KA is strictly prohibited, unless specifically authorized in writing. Any violation of the foregoing clause may subject you to compensatory and punitive damages, and shall specifically also entitle KA to equitable relief, in addition to any other available remedies. By submitting information or other material to us, you grant KA a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of the ToS and the actions and transactions contemplated hereby. You agree that you will not and will not allow others to decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell or transfer the underlying source code or structure or sequence of KA’s technology or delete or alter author attributes or copyright notices. You shall use the platform solely for your own use and shall not allow others to use the platform under or through your account.
KA uses email to communicate with users. You hereby authorize and agree that KA may communicate with you via email and you consent to receiving any notice required under the ToS or any other agreement with KA via email. KA will use reasonable efforts to honor any request you may have to opt out from receiving emails, but under no circumstance will KA have any liability for sending any email to you or to any of its customers.
Third Party Consent
Certain portions of the platform, including, without limitation, information on certain private companies, may contain unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published or otherwise made available through this section (the “Content”) are the sole responsibility of the person(s) who originated such Content and KA may not monitor, does not control and does not investigate or validate such Content; provided that KA reserves the right at all times (but will not have an obligation) to remove any Content. By using this Content, you agree to not rely on the Content and understand that you may be exposed to Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that KA makes no representations or warranties regarding the Content and is not responsible or liable in any manner for the Content or the conduct, whether online or offline, of any user. The Content does not constitute legal or financial advice and must not be used in the place of legal counsel or financial due diligence. You should independently evaluate and verify all Content.
No Warranty; Limitation of Liability
Any material downloaded, accessed or otherwise obtained through the platform is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom. KA AND ALL OF ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PLATFORM, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. THE PLATFORM AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. KA makes no guarantees or warranties of any kind as to the adequacy, completeness, sufficiency, timeliness or accuracy of any material available in or through the platform. You hereby agree that any monetary claims of any kind assessed against KA arising out of or relating to the use of the platform shall not exceed the total amount you (or any other user) paid to KA for the platform during the previous twelve (12) months. In no event shall KA be liable to you, or to any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the platform or the ToS, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect your equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. KA cannot and does not guarantee continuous, uninterrupted or secure access to the platform.
You agree to indemnify and hold KA and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees, made by or resulting from any third party due to or arising out of your use of the platform, breach of the ToS or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.
Choice of Law; Disputes
You will resolve any claim, cause of action or dispute (together a “claim”) you have with KA arising out of or relating to the website or the ToS exclusively in a state or federal court located in Los Angeles County, California. The laws of the State of Delaware will govern the ToS, as well as any claim that may arise between you and KA, without regard to conflict of law principles. You agree to submit to the exclusive personal jurisdiction of the courts of the State of California, located in Los Angeles County, for the purpose of litigating all such claims. In any dispute arising under the ToS, the prevailing party will be entitled to reasonable attorneys’ fees and expenses. Any dispute arising hereunder or related to your use of the platform shall be solely between you and KA, and to the fullest extent permitted by law, no dispute or proceeding shall be joined with any other or decided on a class-action basis. In the event any breach of this agreement portends irreparable injury to KA, you agree that KA shall be entitled to seek equitable relief, including injunctions and declaratory judgments, in addition to any other remedies permitted by law
Accredited Investor Certification:In order to participate in the platform, you must be an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933 (U.S. Securities and Exchange Commission). The federal securities laws define accredited investor in Rule 501 of Regulation D as:
- a bank, insurance company, registered investment company, business development company, or small business investment company
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a director, executive officer, or general partner of the company selling the securities;
- a business in which all the equity owners are accredited investors;
- a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
The ToS sets forth the entire understanding and agreement between the parties with respect to the subject matter herein (excluding the terms and conditions of any client agreement you may have entered into separately with KA). You may not assign the ToS, or assign, transfer or sublicense your rights, if any, in the platform. A failure to act with respect to a breach by you or others does not waive KA right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of the ToS shall be held to be void or unenforceable, the remaining provisions of the ToS (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect. If you do not agree with any part of these terms and conditions, or you have a dispute or claim against KA or its supplier or affiliates with respect to the ToS you should immediately refrain from using the platform.