Terms and Conditions of Use
The Company website can be accessed from the domain name: https://MineralExplorer.com
In order to access the Company Site or to post content on the Site you must register to create an account (“Account”). You must complete the registration process by providing us with current, complete and accurate information. The process will include the choosing of a password of your choice and a username. You are entirely responsible for maintaining the security of your password and account. You agree that you must notify the Company immediately of any unauthorized use of your Account or any other breach of security that you become aware of. You agree that you will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to another party without first getting our written permission of that assignment. You will include with the request for the assignment, the names of all parties involved and an authorized signature for each party to the assignment.
You agree that your Account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Account. Although the Company Site may provide data, information or content provided by other parties relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice. Unless the Company provides you with direct and specific advice that is clearly identified as an individualized recommendation specifically addressed to you, you represent that any decision to invest is based solely on your consideration of the risks involving a particular security or those of a third-party, such as your personal or company attorney, accountant, or financial advisor and such decision is made at your own risk.
All investments involve a certain degree of risk, and unless the Company provides you with an individualized recommendation addressed to you, you acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions that may include the risk of complete loss of your principal. The Company has no special relationship with or fiduciary duty to you. You agree and acknowledge that you are solely responsible for conducting all of your own legal, accounting or due diligence review on the companies listed on the Site. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice. The Site will merely provide you with the ability for you to make your own investment decision without any advice by the Company or its Site.
“Under the federal securities laws, a company or private fund may not offer or sell securities unless the transaction has been registered with the SEC or an exemption from registration is available. Certain securities offerings that are exempt from registration may only be offered to, or purchased by, persons who are accredited investors. One principal purpose of the accredited investor concept is to identify persons who can bear the economic risk of investing in these unregistered securities.
Unlike offerings registered with the SEC in which certain information is required to be disclosed, companies and private funds, such as a hedge fund or venture capital fund, engaging in these exempt offerings do not have to make prescribed disclosures to accredited investors.” These offerings, sometimes referred to as private placements, involve unique risks and you should be aware that you could lose your entire investment.
The securities offered on the Company Site may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933 (“Regulation D”).
“An accredited investor, in the context of a natural person, includes anyone who:
- earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR
- has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).”
“On the income test, the person must satisfy the thresholds for the three years consistently either alone or with a spouse, and cannot, for example, satisfy one year based on individual income and the next two years based on joint income with a spouse. The only exception is if a person is married within this period, in which case the person may satisfy the threshold on the basis of joint income for the years during which the person was married and on the basis of individual income for the other years.
In addition, entities such as banks, partnerships, corporations, nonprofits and trusts may be accredited investors. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you:
- Any trust, with total assets in excess of $5 million, not formed to specifically purchase the subject securities, whose purchase is directed by a sophisticated person, or
- any entity in which all of the equity owners are accredited investors 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
In this context, a sophisticated person “means the person must have, or the company or private fund offering the securities reasonably believes that this person has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment.”
In order to qualify as an accredited investor under the net worth test, you must have a net worth that exceeds $1 million, either alone or with a spouse. If calculating joint net worth with a spouse, it is not necessary that property be held jointly. Calculating net worth involves adding up all your assets and subtracting all your liabilities. The resulting sum is your net worth.
“The value of your primary residence is not included in your net worth calculation. In addition, any mortgage or other loan on the residence does not count as a liability up to the fair market value of the residence. If the loan is for more than the fair market value of the residence (i.e., if your mortgage is underwater), then the loan amount that is over the fair market value counts as a liability under the net worth test.”
“Further, any increase in the loan amount in the 60 days prior to your purchase of the securities (even if the loan amount does not exceed the value of the residence) will count as a liability as well. The reason for this is to prevent net worth from being artificially inflated through converting home equity into cash or other assets.”
What If you are no longer an Accredited Investor?
The rules defining accredited investor were changed with the passage of the Dodd-Frank Act to exclude a primary residence from the net worth test. This means that some investors who were accredited investors prior to July 20, 2010 are now not accredited investors. For these investors, any purchase rights, such as preemptive rights or rights of first offer, related to securities that they invested in as accredited investors prior to July 20, 2010 are grandfathered in, provided that certain conditions are met. This means that the investor can still exercise these rights even though the investor may not meet the current definition of accredited investor.
All Investors must meet one of the above criteria before viewing any investment opportunities. The Company is entitled to rely upon a party’s representation to the above matter and the parties must immediately notify the Company of any material change in such information that adversely affects their status of an Accredited Investor.
You acknowledge and agree that the foregoing provisions shall be automatically amended to match the definition of Accredited Investor under Regulation D if such definition is amended after the date hereof.
Non-accredited Investor User
If you are not an Accredited Investor, you will only be permitted to logon to the Site and access certain content on the Site which is made publicly available and expressly excludes any offers for the sale of securities. You are prohibited from investing in any offering on the Site or reviewing any offer or solicitation for the sale of securities.
Party as an Issuer
Each issuer, or person who is offering securities on the Company Site (“Issuer”) is solely responsible for the material such Issuer posts on the Site and, by posting such material, represents that:
(1) it has complied in all material respects with all applicable rules and regulations; and
(2) such information will not contain any false statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Company and the Investors are entitled to rely upon all representations made by the Issuer.
(3) Each Issuer is solely responsible for ensuring that its securities offering, including use of the Site, is in compliance with all applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or anybody authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing. Each authorized representative of an Issuer accessing the Site hereby represents and warrants, on behalf of such Issuer, that its use of the Site is, and shall be at all times, in compliance with applicable laws.
(4) Each Issuer hereby agrees, by creating an Issuer account and using the Site, that it shall become a member of the VisionCats general community, shall receive communications from VisionCats and grants to VisionCats a perpetual, irrevocable, non-exclusive license to all of the data posted by such Issuer on the Site. Issuer shall take reasonable steps to ensure that each person investing in any of its securities offerings, which shall include, but not limited to using VisionCats’ accredited investor verification system.
Prospects are companies who publish their history, business and products on the Site. The Company reserves the right to remove any content from the Site at its sole discretion that may be considered to be a general public solicitation for the sale of securities. Prospects are advised to consult legal counsel before engaging in any securities offering.
You may register with VisionCats through your account with certain third party social networking services, including Facebook, LinkedIn and Twitter (collectively, “SNS”). If you register through your SNS account, you will be requested to login to the Site using your SNS account credentials. By creating an Account via your account with an SNS, you are allowing the VisionCats to access your SNS account information and you are agreeing to abide by the applicable terms and conditions of your SNS in your use of the Site via such SNS. Members have the option to disable the connection between their VisionCats Account and SNS account at any time by notifying us at support(@)VisionCats.com.
General Guidelines and User Restrictions
You represent and warrant that all information that you provide to VisionCats or through the Site is accurate, compete and truthful. You acknowledge and agree that VisionCats and its agents are entitled to rely upon the information you provide as true, accurate and complete without verification. The Company reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
VisionCats grants you a limited, revocable, non-exclusive, non-transferrable license to view, copy and print content on the Site for personal, non-commercial purposes. VisionCats grants the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other party in any manner.
You are prohibited from posting or transmitting any material on or through the Site that, in VisionCats’ sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. VisionCats will fully cooperate with any law enforcement authorities or court order requesting or directing VisionCats to disclose the identity of anyone posting any such information or materials on the Site.
Disclaimers, No Representations or Warranties
VisionCats makes no representation as to the completeness or accuracy of the information provided on the Site. VisionCats does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Site, and nor has it performed any investigation into such information. VisionCats shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. VisionCats is entitled to rely upon the information provided by its users. VisionCats cannot guarantee that Issuer’s will use the proceeds of their investment in accordance with the stated purpose.
You acknowledge and agree that VisionCats does not provide any representation, warranty or assurance that the offering on the Site is made in accordance with securities law, including the exception to the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. To the extent provided by law, VisionCats assumes no liability or responsibility for any errors or omissions in the content of the Site. VisionCats has not reviewed all of the links provided on the Site and bears no responsible for the content of any off-Site pages. You assume the risk of the opening of hyperlinks and visiting any off-Site pages is done at your own risk.
Digital Millennium Copyright Notice
The Company respects the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed upon on our Site, the copyright(s) owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
- A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
- Identification of the copyrights(s) claimed to have been infringed;
- Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
- Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
- A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrights that is allegedly infringed.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), VisionCats’ Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement:
Postal Address: 4148 Rancho Alegre NW, Albuquerque, New Mexico 87120, USA.
E-mail address: support(@)VisionCats.com
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying VisionCats and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It is advised that you contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to contactus@VisionCats.com?. VisionCats may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.
You agree, in your individual capacity and on behalf of any Issuer for which you are an authorized representative, that VisionCats may send communications to you via your mailing address, email, verbally in person, telephone or facsimile number provided by you on your Account. Should there be any changes in your address or contact information, you agree to notify us immediately.
Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents.
The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents.
You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election, and VisionCats shall have a reasonable period to effect such a change, and VisionCats may charge you a reasonable fee for sending such paper copies.
If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
You agree that any information that you transmit to the Site or VisionCats in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc. is non-confidential and non-proprietary and can be used by VisionCats or its affiliates for any purpose.
Change or Termination
Disclaimer of Liability
VisionCats has no special relationship with or fiduciary duty to you or any Issuer. Your use of the Site is at your own risk.
VisionCats has no control over, and no duty to take any action regarding: which users gains access to the Site; what content you access via the Site; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release VisionCats from all liability for you having acquired or not acquired content through the Site. VisionCats makes no representations concerning any content contained in or accessed through the Site, and VisionCats will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service. VisionCats neither represents, warrants, covenants, guarantees, nor promises any specific results from use of the Site.
The Site, including any content or information contained within it or any service or advice provided in connection with the service, is provided “As Is” with no representations or warranties of any kind, Express or Implied, including, but not limited to, Implied Warranties of Merchantability, Fitness for a Particular Purpose and Non-Infringement. You assume total responsibility and risk for your use of this site and site-related services. Neither VisionCats nor any other party involved in creating, producing, or delivering the site shall be liable for any Direct, Incidental, Consequential, Indirect or Punitive Damages arising out of your access to, or use of, the Site. Check your local laws for any restrictions or limitations regarding the exclusion of Implied Warranties.
VisionCats makes no representation or warranty, express or implied, with respect to any third-party data provided to VisionCats or its transmission, timeliness, accuracy or completeness, including but not limited to Implied Warranties or Warranties of Merchantability or Fitness for a particular purpose. VisionCats 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 (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by VisionCats or “force majeure” or any other cause beyond the control of VisionCats.
The service is provided “As is” and “As Available” and is without Warranty of any kind, Express or Implied, including, but not limited to, the Implied Warranties of Title, Non-infringement, Merchantability and Fitness for a Particular Purpose, and any Warranties Implied by any Course of Performance or Usage of Trade, all of which are expressly disclaimed. Your use of the service is at your own risk.
Electronic Communication Privacy Act Notice (18usc 2701-2711): VisionCats makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. VisionCats will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on VisionCats’ equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
VisionCats assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above), or that any content or information provided on this Site is true, correct, complete or viable.
Although VisionCats may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, VisionCats is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. VisionCats reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
United States and International Jurisdiction
We make no representation that this Site is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this Site at your own risk and initiative and you are responsible for compliance with any applicable local and national laws.
The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation:
- in any jurisdiction where such an offer or solicitation is against the law;
- to anyone to whom it is unlawful to make such an offer or solicitation; and
- if the person making the offer or solicitation is not qualified to do so.
The securities offered on this Site can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities referred to on this Site, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
This site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. The securities described on this site are not registered under the Securities Act of 1933
Dispute Resolution and Arbitration
In the event of any claim, controversy or alleged dispute between you and VisionCats, its members or affiliates, you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) to be held in Colorado, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and VisionCats. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of VisionCats, be subject to binding arbitration:
(1) any Dispute related to, or arising from allegations of criminal activity;
(2) any Disputes concerning VisionCats’ intellectual property rights; and
(3) any claim for injunctive relief. All arbitration proceedings will take place in ________ County, __________, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within _____________ County, ___________, United States of America. Each party hereby waives any claim that such venue is improper or inconvenient.
VisionCats reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with VisionCats in the defense of any such claim, action, settlement or compromise negotiations, as requested by VisionCats.
Assignment and Sale of Company Interests
If you have any questions or comments about this Agreement, your VisionCats’ account or VisionCats’ practices, you may contact Customer Service, email us at support (@) visioncats.com, or send us mail at:
ã VisionCats, July 29th, 2018
 Investor Bulletin, SEC September 23, 2013.
 Investor Bulletin, SEC September 23, 2013.
 Investor Bulletin, SEC September 23, 2013.