Effective Date / Date of Last Revision: January 14, 2022
Neither Marcus Investments, LLC nor any affiliates, directors, officers, employees, representatives, or agents of Marcus Investments, LLC, including Berengaria Development, LLC and its respective affiliates, directors, officers, employees, representatives, or agents (collectively, the “Affiliates”) endorses any of the opportunities that appear on this website, nor do they make any recommendations regarding the appropriateness of particular opportunities for any potential investor. Use of this website does not constitute an offer by Marcus Investments, LLC or its Affiliates (or any sponsor of offerings on this website) to sell, solicit, or make an offer to buy any securities. Neither Marcus Investments, LLC nor its Affiliates give or offer business advice, investment advice, tax advice, or legal advice to anyone using this website or the services available through this website. Neither Marcus Investments, LLC nor any of its Affiliates is a registered broker-dealer, investment advisor, or crowdfunding portal, internet site operator, internet site portal, or similar investment services or hosting portal, and does not engage in any conduct requiring such registrations with the U.S. Securities & Exchange Commission (“SEC”) or similar state-based agency.
All prospective investors must certify that they are Accredited Investors prior to using this website, and must provide either supporting documents or third-party verification sufficient for permitting Marcus Investments, LLC and/or its Affiliates, or any sponsor of an offering using this website, to verify such status as an Accredited Investor in accordance with regulations prescribed by the SEC, and must further acknowledge that they have received and read all investment materials. The securities offerings posted on the website are speculative. Investments posted on this website are NOT insured by the FDIC or by any other Federal Government Agency or state agency, are NOT Bank deposits, and are NOT guaranteed by Marcus Investments, LLC or its Affiliates. Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or reviewed the accuracy or completeness of any of the information or materials posted on the website. Neither Marcus Investments, LLC nor any of its Affiliates shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication of, the materials and communication herein or in the valuation of any securities.
Prior results are not indicative of future performance and “forward looking statements” may be published on the website; actual results of investments may vary materially. All investors must make their own determination of whether or not to make any investment, based on their own independent evaluation of the investment and their risk tolerance. Any financial projections or returns shown on the website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees, and expenses. All terms for any particular offering of securities accessible to registered user of this site remain entirely subject to the actual subscriptions agreements, private placement memoranda, and operating, organizational, and other offering materials that comprise each specific offering. Each offering on this website contains its own set of risk factors, which any potential investor in such offering must read, acknowledge, and understand prior to subscribing for an investment in such offering. This disclaimer should not be read in place of those risk factors or any other component of an offering posted on this website.
Users of this website are encouraged to consult with a professional (e.g., an attorney, advisor, or accountant) to conduct their own research and due diligence. You can learn more about investing in private placements from the SEC or FINRA. We may periodically make changes to this Disclaimer without notice. We recommend that you re-visit this Disclaimer and our other policies on occasion to learn of any changes.
1.WHO WE ARE.
Marcus Investments, LLC (“Marcus Investments,” “Marcus,” “we,” “our” or “us”) is a family office of the Marcus family and its approved partners. Marcus Investments operates a partially publicly available website at https://marcusinvestments.com (“Site”), where we provide information and opportunities to accredited investors (“Services”).
2.THESE TERMS FORM A BINDING LEGAL AGREEMENT.
4.LICENSE TO USE THE SITE AND SERVICES.
You expressly acknowledge and agree that Marcus Investments and/or its Affiliates and content providers own all content, trademarks, copyrights and other intellectual property located on and related to the Site and Services.
To use some of the functionality of the Site and Services, you may be required to set up an account. During registration, you will be required to provide certain personal data, such as your name, contact information, and preferences. You will be solely responsible for all information you provide to us. You will also be solely responsible for the security of your account credentials and any activity (whether authorized or unauthorized) that takes place through your account. You agree to notify us immediately of any unauthorized uses of your account or any other breach of security. You agree not to submit false information to us or anyone else through the Site or Services. By creating an account on the Site, you consent to receive periodic communication from us.
The securities offered on this Site, except where otherwise indicated, may only be purchased by “Accredited Investors,” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Before you can invest in any securities offerings on the Site, you must register with the Site and represent that you are an “Accredited Investor,” and, except where specifically prescribed otherwise in limited offerings on this Site, you must submit materials to Marcus or its chosen third-party vendors sufficient to permit Marcus or other issuers of offerings on this Site enabling them to verify your status as an Accredited Investor. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an Accredited Investor. You acknowledge and agree that all information you provide for your registration is complete and accurate. YOU MUST MEET ONE OF THE ACCREDITED INVESTOR CRITERIA TO INVEST IN ANY OFFERING POSTED ON THE SITE UNLESS THE OFFERING SPECIFICALLY PROVIDES OTHERWISE. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide Marcus and any applicable issuer with such information in writing.
8.NOT INTENDED FOR INDIVIDUALS UNDER EIGHTEEN.
THE SITE IS DESIGNED FOR USE BY INDIVIDUALS AGE EIGHTEEN (18) AND OLDER. IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT USE THE SITE. IF YOU HAVE KNOWLEDGE OF ANYONE USING THE SITE THAT IS UNDER 18 YEARS OLD, PLEASE NOTIFY US AT INVESTORS@MARCUSINVESTMENTS.COM.
9.YOUR OBLIGATIONS TO US.
In exchange for use of the Site and/or any Services, you represent the following:
10.ROLE OF JUNIPER SQUARE.
You acknowledge that technology utilized by this Site and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Marcus makes available through the Site (collectively “Excluded Data”), may be subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”). You represent and warrant that: (i) you are not located in, under the control of, or a national or resident of an embargoed country or prohibited end user under Export Laws; and (ii) you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Site and Services. You shall advise Marcus at email@example.com in the event the Excluded Data requires Marcus to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where you intend to use the Site or Services. Upon being advised of such a requirement, Marcus may, at its sole discretion: (a) terminate your Account; (b) obtain such licenses, permits, and/or approvals as may be required; or (c) modify these Terms such that additional licenses, permits, and/or approvals are no longer required to be obtained by Marcus.
The information available on the Site relates to Marcus, its Affiliates and affiliated investment funds (collectively, the “Disclosing Parties”). This information is highly confidential. You hereby agree to maintain such information in strict confidence and acknowledge that such information is proprietary and confidential, that the Disclosing Parties and their Affiliates derive independent economic value from such information not being generally known, and that such information is subject to reasonable efforts by the Disclosing Parties to maintain its secrecy. You hereby agree that information available on the Site constitutes trade secrets and that the disclosure of any such information will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Disclosing Parties, their Affiliates and/or the investment funds and opportunities managed by the Disclosing Parties or their Affiliates (each a “Fund”). The reports available on the Site are for use by investors and potential investors or their authorized designees in such a Fund, and you hereby agree that this information shall only be used by you in connection with an evaluation or the monitoring of your investment in such Fund. In addition, you agree that any information on this Site shall not be disclosed to any other person or entity or reproduced in any manner (by print, by electronic means or otherwise) without the express written authorization of the applicable Disclosing Party; provided, that such information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under these Terms, and (ii) such other employees and investment advisers are not given your password to access this Site) or as explicitly required by applicable law. You agree to be responsible for the consequences of dissemination of any information from the Site by such employees and investment advisers.
We value all of our users, and it is our goal to provide an excellent experience for all our users, including our users with disabilities. You understand and accept, however, that some of the features of the Sites may not be fully accessible because they are provided by third-parties or have errors. If you have comments regarding the accessibility of the Site, or would like to report an issue you are experiencing, please email us at firstname.lastname@example.org. You expressly agree to attempt to work with us in good faith to obtain access to our Site and Services and that you will not threaten or assert any claims regarding accessibility against us unless you have first provided us with notice of the inaccessibility problem(s) and a thirty (30) day period to remedy the problem.
14.DISCLAIMERS AND LIMITS ON LIABILITY; WAIVER OF CLASS ACTION RIGHTS.
THE SITE AND SERVICES, AND ALL INFORMATION AND CONTENT AVAILABLE THROUGH THE SITES AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS, ACCESSIBILITY AND NON-INFRINGEMENT). MARCUS INVESTMENTS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE “MARCUS PARTIES“) MAKE NO REPRESENTATION OR WARRANTY REGARDING: (A) THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, ACCESSIBILITY, RESULTS OR PERFORMANCE OF THE SITE AND SERVICES; (B) THE EXISTENCE (OR ABSENCE) OF ANY VIRUS, WORM, MALWARE, MALICIOUS CODE OR OTHER DISABLING DEVICES OR CODE FROM ANY SOURCES; (C) THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION; (D) ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES); OR (E) LOSS, USE OR MISUSE OF YOUR DATA.
YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. YOU AGREE THAT THE MARCUS PARTIES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL THE MARCUS PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS’ FEES), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO MARCUS FOR THE USE OF THE SITE WITHIN THE LAST TWELVE MONTHS. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES, OR LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY MARCUS INVESTMENTS IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST ANY OF THE MARCUS PARTIES, AND, IN ANY EVENT, YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR AFTER IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION) SHALL BE WAIVED AND RELEASED. YOU FURTHER AGREE TO RESOLVE ANY AND ALL CLAIMS AGAINST THE REC PARTIES ON AN INDIVIDUAL BASIS AND KNOWINGLY WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE MARCUS PARTIES.
The Site may contain links to other third-party websites. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. Such third-party websites are maintained by persons or organizations over which Marcus Investments exercises no control. Marcus Investments expressly disclaims any responsibility for the content or results from your use of such third-party websites.
Marcus Investments respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information.
Our copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: email@example.com.
18.ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT/ UNIFORM ELECTRONIC TRANSACTIONS ACT.
The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. 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 any such agreement in any proceeding arising out of such 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. Marcus shall have a reasonable period to effect such a change and Marcus 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.
19.CONSENT TO RECEIVE ELECTRONIC NOTIFICATIONS.
Electronic communication is the most effective and timely way to provide the users of the Site sand/or Services with any optional or required notifications and disclosures. In some circumstances, however, state and/or federal laws may require us to send you disclosures or communications in paper format unless you have affirmatively consented to receiving electronic notifications only in advance of the notification. Through this Agreement, pursuant to 15 U.S.C. § 7001, you hereby affirmatively consent to receive electronic notifications and disclosures from us only (without requiring a paper copy) and you represent that, to date, you have not withdrawn such consent. You have the right to change your mind and withdraw your consent at any time. If you would like to withdraw your consent to receive electronic notifications and/or would like to request a paper copies of any electronic notifications you receive, please contact: firstname.lastname@example.org. To receive electronic records, you will need access to a smart phone, tablet, laptop or computer with Internet access and either email software (such as Microsoft Outlook) or access to a web-based electronic mail software platform, such as Gmail, Yahoo or other electronic mail provider.
MARCUS INVESTMENTS CANNOT GUARANTEE THE SITE WILL BE AVAILABLE OR SECURE 100% OF THE TIME BECAUSE PUBLIC NETWORKS, SUCH AS THE INTERNET, OCCASIONALLY EXPERIENCE DISRUPTIONS. ALTHOUGH WE STRIVE TO PROVIDE THE MOST RELIABLE SITE REASONABLY POSSIBLE, INTERRUPTIONS, THIRD PARTY INTERFERENCE AND DELAYS DO OCCUR AND MARCUS INVESTMENTS EXPRESSLY DISCLAIMS ANY LIABILITY FOR DAMAGES RESULTING FROM SUCH PROBLEMS.
22.CONTROLLING LAW AND VENUE.
23.RISK FACTORS; NO PROFESSIONAL ADVICE PROVIDED.
The securities offered on the Site are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. None of the information contained on the Site constitutes any investment advice. All information contained in the Services has been prepared without reference to any particular user’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where Marcus is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON MARCUS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. No governmental agency has reviewed the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. These risks are non-exhaustive and shall be considered as a supplement to, but not a replacement for, any additional risk factors presented in connection with any particular offering posted on this Site. These risk factors shall incorporate by reference the Disclaimer presented on the bottom of invest.marcusinvestments.com.
The Site may allow you to interact with other users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that other users may not be affiliated with or controlled by Marcus or its Affiliates, and Marcus cannot influence the investments, information, advice or services provided by them. YOU AGREE THAT MARCUS AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS OR BETWEEN YOU AND CROWDSTREET, INC. Furthermore, if you provide any investments, information, advice or services to other users through the Site, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Marcus or its Affiliates. If you have a dispute with one or more users that are not Marcus, you irrevocably and forever release Marcus (and Marcus’ Affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.
Marcus Investments, LLC
301 N. Broadway, Suite 300
Milwaukee, WI 53202