Terms and Risk Disclosures
Company: Angel Kings Investment Group, Inc., LLC and/or "Fund/Company" / "Companies/Funds" and all related entities, including multi-series Delaware LLCs such as AngelKings LLC, Stoneridge Treasury LLC, special purpose vehicles, or corporate entities formed around the time of this agreement.
Investor: You, the Accredited investor, Qualified Purchaser, and/or any signatories to agreement.
You must be an accredited investor before being able to participate in any of our funds.
Terms of Service Agreement & Understanding of Risk (Supplement to All Previous Documents)
Investors need to know that startup investing, private equity, and venture capital are EXTREMELY risky. Even if you're an accredited investor (http://www.sec.gov/answers/accred.htm), as defined by the U.S. Securities and Exchange Commission (SEC), there's still a high degree of risk and you could lose some or all of your investment(s). The loss of your investment is very likely and can occur at any time.
The past performance of any fund or company does not necessarily predict future results. There is NO GUARANTEE of performance in any funds, company, startup or any investment with our Companies.
The information available to the Investors might contain "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. The Company is not responsible for any of these statements and does not represent the accuracy now or anytime in the future. The Company can neither guarantee the accuracy of the information related to investments, nor ensure performance of any startup investment.
Every investor should seek his or her own legal and independent financial advice related to all of the disclosures herein, and all investor material, brochures, prospectus, or fund documents. Every investor should consult his or her independent tax advisor as he or she is responsible for filing all appropriate local, state and Federal tax and IRS documents.
We do not, and will not, prepare any tax or legal document for any investor.
You agree that you are an accredited investor according to the definition of the U.S. Securities and Exchange Commission (SEC) that you have read completely on the following link:
No investor should make any investment decision without first consulting his or her own personal financial advisor and conducting his or her own due diligence and research, including reviewing the investment prospectus and public filings of the issuer.
No Fund is registered as an "investment company" under the U.S. Investment Company Act of 1940 (or as defined by any other Act) as amended by the "The Investment Company Act" - pursuant to the exemption of Section 3(c)(1) and 3(c)(7) of the Investment Company Act. There's no assurance that such exemptions will be available to these entities or others. The Company and/or any of our funds is/are NOT A REGISTERED INVESTMENT ADVISOR.
Neither a Fund nor its counsel can assure an Investor that, under certain conditions, changed circumstances, or changes in the law, the Fund may not become subject to the Investment Company Act or other burdensome regulation. No Fund plans to register the offering of any Interests under the United States Securities Act of 1933, as amended - the “Securities Act”. As a result, no Investor will be afforded the protections of the Securities Act with respect to its investment in the relevant Fund.
Once again, you should consult an attorney if you have questions about this Agreement or the laws discussed.
Investors waive the right to bring suit in a court and/or to participate in "class action" suits. In the event of a dispute arising out of or relating this Agreement, including any question regarding its existence, validity or termination, the parties first agree to mediation in accordance with the laws of the State of Delaware. In the event that the parties are unable to resolve any disputes, lawsuits, or controversies, we will then undergo binding arbitration (discussed below) with each respective party.
You should also familiarize yourself with the SEC's rules relating to Crowdfunding, which can be found here:
No fund offers any refund of monies paid or invested, now or anytime in the future. No fund allows any charge back as we make ZERO guarantees of investment performance.
The information available to Funds and Investors may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often include words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance in connection with discussions of future operating or financial performance. Examples of forward-looking statements include, but are not limited to, statements regarding: (i) the adequacy of a Startup’s funding to meet its future needs, (ii) the revenue and expenses expected over the life of the Startup, (iii) the market for a Startup’s goods or services, or (iv) other similar matters.
Any forward-looking statement made by a Startup speaks only as of the date on which it is made. Startups are under no obligation to, and generally expressly disclaim any obligation to, update or alter their forward-looking statements, whether as a result of new information, subsequent events or otherwise.
The foregoing risks do not purport to be a complete explanation of all the risks involved in acquiring equity securities in a Startup or an Interest in a Fund. Each Investor must seek his or her own independent legal and tax advice and read the relevant investment documents before making a determination whether to invest in a Startup or a Fund.
Investments in Startups like ours involve a high degree of risk. Financial and operating risks confronting Startups are significant. While targeted returns should reflect the perceived level of risk in any investment situation, such returns may never be realized and/or may not be adequate to compensate an Investor or a Fund for risks taken. Loss of an Investor’s entire investment is possible and, again, can easily occur. Moreover, the timing of any return on investment is highly uncertain.
The Company relies on prospective information and financial results provided by startups. On occasion, we will send updates to our accredited investors. We cannot guarantee that these updates are accurate and make NO verifications as to the accuracy presented in any investor updates, newsletters, emails, correspondences, or other communications sent to investors.
The Startup market is highly competitive and the percentage of companies that survive and prosper is small. Startup investments often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, Startups may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.
Dispute Resolution vis-a-vis Mediation and Arbitration.
Any controversy, dispute or claim arising out of or relating to this Agreement or the performance, enforcement, breach, termination or validity thereof, including the determination of the scope of this Agreement to arbitrate, shall first be submitted to non-binding mediation for a period of 180 days, and shall thereafter be determined by final binding arbitration, and not litigation, the agreed venue for mediation and arbitration being in the State of Delaware. The mediation process shall be administered by a mutually acceptable mediator selected in accordance with the Commercial Mediation Rules of the American Arbitration Association ("AAA"). If any dispute remains unresolved between the parties after the mediation process has been completed, either party may then submit any such unresolved dispute to final and binding arbitration pursuant to the Commercial Arbitration rules of AAA, with all matters related to the enforceability of this arbitration agreement and any award rendered pursuant to this agreement to be governed by the Federal Arbitration Act, 9 U.S.C. Section 1-16. The complainant in any event shall be responsible for all costs of filing and Arbitration. The Arbitration Tribunal shall be formed of three (3) arbitrators each of which shall have at least five (5) years' experience in business contracts and financial settlements, one (1) to be appointed by each party and the third (3rd) to be appointed by the American Arbitration Association. The arbitration panel may require and facilitate such discovery as it shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitration panel shall be empowered to subpoena non-party and party witnesses for deposition and hearing to the full extent provided under the AAA Rules and the Federal Arbitration Act (or the applicable state arbitration statute if the arbitration panel is appointed pursuant to a petition filed in state court). The arbitration panel may also direct the production of documents and other information and the advance identification of witnesses to be called and documents to be admitted. The arbitration panel may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information before it is required to be disclosed in discovery. Any Monetary damage liability shall be limited to actual damages; the parties hereby waive the right to claim and/or receive punitive damages or exemplary relief. The arbitration panel shall determine whether and to what extent any party is a prevailing party and shall award attorneys' fees and expenses associated with the arbitration proceeding to the "prevailing party, if any. All proceedings shall be reported by a certified shorthand court reporter and written transcripts of the proceedings shall be prepared and made available to the parties. The fees of the arbitration panel, together with all costs and expenses incurred in conducting the arbitration including attorneys' fees, will be excluded from the arbitral award and will not be considered as part of, or separate to, the arbitral award. Thus each party bares its own costs in pursuing mediation or arbitration. The arbitration award shall be final and binding upon the parties hereto and subject to no appeal. Judgment upon the award rendered maybe entered into any court having jurisdiction, or applications may be made to such court for an order of enforcement.
This Agreement and all aspects herein are governed and construed by the laws of the USA and the State of Delaware.
If you have any questions before, during or after an investment, don't hesitate to contact us - invest(at)angelkings.com.
Addendum terms and conditions, only related to Angel Report:
...for Those Participating in the "Angel Report"
No refunds allowed. Once payment is received, you will receive a one-time, non-transferable link that cannot be shared with anyone.
This report is confidential and must remain that way.