Terms of Use

Terms & Conditions

Prometheus Alternative Investments, Inc. (“Prometheus”), provides online and mobile application-based alternative investment content to qualified clients.

Prometheus means Prometheus Alternative Investments, Inc., and its in-application and web experiences with its family of wholly owned subsidiaries, which includes Prometheus Financial, LLC, Prometheus Financial Advisors, LLC, Prometheus Access Administrator, LLC and Studio Prometheus, LLC.

The Marketplace and investment opportunities offered by Prometheus Financial Advisors, LLC, a Registered Investment Advisor. Securities transactions executed by Prometheus Financial, LLC, a registered broker dealer, member FINRA/SIPC.

These Terms and Conditions are in addition to any other agreements between Prometheus, including any other agreements that govern your use of software, products, goods, services, content, tools, and information provided by Prometheus.

General

The Prometheus website and mobile application (collectively, the “Service”) may include or make available certain content (the “Content”). Content includes, without limitation: (1) general news and information, commentary, research reports, educational material and information and data concerning the financial markets, alternative investments, securities, and other subjects; (2) securities and investment offering information; (3) financial and investment interactive tools, such as alerts or calculators; (4) tax preparation and account management tools; (5) company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks”) owned by Prometheus, and Marks owned by Third Party Providers (defined below); and (6) any other information, content, services, or software. Certain Content is furnished by third parties (each, a “Third Party Provider” and collectively, the “Third-Party Providers”). Such Content (“Third Party Content”) includes, without limitation, any information, content, service, or software made available by or through social media websites, blogs, wikis, online conferences, telecasts, podcasts, and other forums (collectively, the “Forums”). Third-Party Content may be available through framed areas or through hyperlinks to the Third Party Providers’ websites.

Acceptance of Terms and Conditions

By using the Service and the Content, you agree to follow and be bound by these Terms and Conditions, including the policies referenced herein. Users of Prometheus may be granted additional levels of access to the Services, including the ability to view additional content and transact in a private placement. To be granted this additional level of access, a user will need to complete an investor questionnaire and qualify as an accredited investor. A transaction in a private placement will require a user’s identification to be verified. A user’s relationship with Prometheus is governed by additional agreements and terms of use.

Acceptance of the Subscription and Service Agreement

You also agree to follow and be bound by the Subscription and Services Agreement (“Agreement”) which can be found here. Please review this Agreement carefully. The terms of this Agreement, together with any documents expressly incorporated by reference in the Agreement, govern your access to and use of the Prometheus software platform (the, “Prometheus software platform” or “PAI Platform”) (the Prometheus software platform, including any specific functionalities you selected on the account creation and/or purchase page for the Prometheus software platform (the “Purchase Page”), as well as any data, source code, templates, tools, processes, methodologies, trade secrets, or other information contained therein, including any improvements or enhancements made thereto are collectively, the “Services”).

Disclaimer and Limitations of Liability

The Content and the Service are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, Prometheus and the Third Party Providers expressly disclaim all warranties of any kind with respect to the Content and the Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Prometheus nor Third Party Providers guarantee the accuracy, timeliness, completeness or usefulness of any Content. You agree to use the Content and the Service only at your own risk. Neither Prometheus nor the Third Party Providers explicitly or implicitly endorse or approve any Third Party Content. Third Party Content is provided for informational purposes only.

The Content or Service is not intended to provide financial, legal, tax or investment advice or recommendations. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. You should consult your legal or tax professional regarding your specific situation.

The securities products and services described in the Content on the Service are typically alternative investments. Alternative investments are complex, speculative investment vehicles and are not suitable for all investors. An investment in an alternative investment entails a high degree of risk and no assurance can be given that any alternative investment fund’s investment objectives will be achieved or that investors will receive a return of their capital. Investors must be able to afford the loss of their entire investment. Investments in alternative investments can be highly illiquid and those investors who cannot hold an investment for the long term should not invest. Further, such investments are not subject to the same levels of regulatory scrutiny as publicly listed investments, and as a result, investors may have access to significantly less information than they can access with respect to publicly listed investments.

The securities products and services offered are alternative investments that are typically private placements that are sold only to accredited investors through transactions that are exempt from registration under the Securities Act of 1933 pursuant to Regulation D promulgated thereunder ("Private Placements"). Private placements are only sold to and suitable for accredited investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private placements requires long-term commitments, the ability to afford to lose the entire investment, and low liquidity needs. The Service may provide preliminary and general information about such securities and is intended for initial reference purposes only. It does not summarize or compile all the applicable information. The Service does not constitute an offer to sell or buy any securities. No offer or sale of any securities will occur without the delivery of confidential offering materials and related documents. The information contained herein is qualified by and subject to more detailed information in the applicable offering materials. Prometheus does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities.

PROMETHEUS AND THE THIRD PARTY PROVIDERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROMETHEUS OR ANY THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SERVICE.

No Recommendations, Investment Advice or Investment Management / Monitoring

We do not offer investment advice, however we may communicate information to you regarding investments we offer based on preferences and information you have provided to us or when we make new products available or feature certain products. We do not take into consideration your personal investment objectives or risk tolerances when communicating investments. When we do so, you will make the final decisions as you are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Service before making any decisions based on such Content. You agree not to hold Prometheus or any Third Party Provider liable for any possible claim for damages arising from any decision you make based on the Content or other information made available to you through the Service or any Third Party Provider websites. Past performance data should not be construed as indicative of future results.

We also do not monitor or manage your investments.

Prometheus Does Not Provide Legal or Compliance Advice

If you work for or are affiliated with a regulated entity that must follow certain rules and regulations regarding their personnel’s social media activity, it is important you consult with your company’s legal and/or compliance department to determine if there are any specific policies, procedures, guidelines or best practices you may be required to follow in order to post or engage in any activity on Prometheus. Prometheus will not provide you with legal or compliance advice as to whether you can post or what you can post on Prometheus under such rules and regulations. Nor does Prometheus monitor posts for compliance other than to determine if our Community Guidelines are being adhered to.

U.S. Residents Only

The Content and the Service are intended for United States residents only. They shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal.

Content

Content posted on the Service is published as of its stated date or, if no date is stated, the date of first posting. Neither Prometheus nor the Third Party Providers have undertaken any duty to update any such information.

Prometheus does not prepare, edit, or endorse Third Party Content. Prometheus does not guarantee the accuracy, timeliness, completeness or usefulness of Third Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites.

You will not hold Prometheus and/or any Third Party Provider liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Content; or (b) any loss or damage arising from or occasioned by i) any error or delay in the transmission of such Content; ii) interruption in any such Content due either to any negligent act or omission by any party to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), or iii) to any other cause beyond the reasonable control of Prometheus and/or Third Party Provider, or iv) non-performance.

Neither Prometheus nor the Third Party Providers make any representations, warranties or other guarantees as to the present or future value or suitability of any transaction involving any particular security or any other investment.

You agree that any reliance upon any Content or information distributed through or accessed from the Services is at your sole risk. Prometheus is entitled to rely upon the information provided by its Users.

Any issuer of a securities offering, and not the Services, is responsible for ensuring that any securities offering is done in accordance with state, federal law and regulation promulgated by the SEC and Financial Industry Regulatory Authority. Prometheus is not responsible for the Content of any off-Website pages. Clicking on hyperlinks and visiting any off-Website pages is solely done at your own risk.

Content is provided exclusively for personal and noncommercial access and use. No part of the Service or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without Prometheus’s express prior written consent.

Access & Registration

You may access our Website generally and/or browse generally without registering with the Web site. To access additional Content on our Service, you must register to create a User Account (“User Account”), which includes either creating a User Name and password or link, connect, or log in with a third-party service e.g. Google, Apple (“Login Credentials”).

Access to certain Content in our Services may be restricted to accredited investors only (“User Restricted Areas”). You will have to complete an investor questionnaire and qualify as an accredited investor in order to view Content and Services in the User Restricted Areas. Any information obtained in the User Restricted Areas may not be shared to non-accredited investors.

When you complete the registration and investor questionnaire process, you must provide us with current, complete, true and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms and Conditions, which may result in immediate termination of your User Account.

Security of your Login Credentials

You shall maintain your Login Credentials in strict confidence. In no event shall you share Login Credential with any third party or allow another person to access the User Restricted Areas using your Login Credentials. You shall immediately notify us if you have any reason to believe that your Login Credentials have been lost or compromised or misused in any way. You shall immediately report any unauthorized or suspicious activity involving your User Account to compliance@prometheusalts.com. You are fully and solely responsible for any and all use of the Services using your Login Credentials. We reserve the right to refuse registration of, or revoke or deactivate your Login Credentials if you violate the Terms and Conditions.

Consent to Electronic Communications

You specifically agree to receive and/or obtain "Communications" from Prometheus and its affiliates in "Electronic Form", rather than in paper form, and to the use of electronic signatures in our relationship with you. The term "Communications" includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding your relationship to Prometheus and/or its affiliates, including any other notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term "Electronic Form" includes, but is not limited to, electronic delivery of Communications posted or made available on the Services and/or sent via the e-mail address associated with the account through which you access the Services, or through which investment opportunities are accessed, or transactions are conducted, on your behalf.

You accept Communications provided in Electronic Form as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to you in writing or in a form that you may keep. You represent that you have the appropriate personal computer or other electronic device, software, and internet connection to enable you to retain, if you so choose, any Communications that Prometheus sends in Electronic Form for your records.

If you have the legal right under any federal and/or state laws or regulations to receive a document in paper form, you may withdraw your consent to receiving that document in Electronic Form by contacting Prometheus at compliance@prometheusalts.com. A withdrawal of your consent to receive such document in Electronic Form will be effective only after we have had reasonable time to process your request.

Accredited Investor

Certain securities that may be offered through the Services may only be purchased by accredited investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any securities offerings for accredited investors only, you must register with the Service and qualify as an “accredited investor”, except where otherwise indicated. 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 the registration is complete and accurate. By registering with the Service for purposes of subscribing to securities offerings as an accredited investor, you represent and warrant that you meet the definition of an accredited investor.

Termination; Modification

You agree that, without notice, Prometheus may terminate these Terms and Conditions, or suspend your access to the Service or the Content, with or without cause at any time and effective immediately. These Terms and Conditions will terminate immediately without notice from Prometheus if you, in Prometheus’s sole discretion, fail to comply with any provision of these Terms and Conditions. Prometheus shall not be liable to you or any third party for the termination or suspension of the Service or the Content, or any claims related to such termination or suspension.

Prometheus and/or the Third Party Providers may discontinue or modify the Content, or any portion thereof, at any time. You release and agree to indemnify and hold harmless Prometheus, and the Third Party Providers, for any loss or damages arising from or relating to such discontinuation or modification.

Communications

By using the Service or the Content, you consent to any form of recording and retention of any communication, information and data exchanged between you and Prometheus or its representatives or agents.

All communications made at or through the Forums are public. Neither Prometheus nor the Third Party Providers screen, review, approve or endorse any Third Party Content available on or through the Forums. Reliance on any Third Party Content available on or through the Forums is at your own risk. When discussing a particular company, stock or security in the Forums, you agree to reveal any ownership interest in such company, stock or security. Without limitation, you agree not to do any of the following:

• upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including, but not limited to, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;

• harm minors in any way;

• impersonate any person or entity, including, but not limited to, (i) a Prometheus or Third Party Provider manager, employee, agent, or representative or (ii) forum leader, guide or host;

• falsely state or otherwise misrepresent your affiliation with any person or entity;

• forge headers or otherwise manipulate identifiers in order to disguise the origin of any material;

• upload, post or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

• upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

• upload, post, or transmit unsolicited commercial email or “SPAM,” including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: (1) sending mass email to recipients who haven't requested email from you or with a fake return address; (2) promoting a site with inappropriate links, titles, or descriptions; or (3) promoting any site by posting multiple submissions in forums that are identical;

• upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

• intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange (especially and including the rule against making false or misleading statements to manipulate the price of any security or financial product), and any regulations having the force of law;

• “stalk” or otherwise harass another;

• collect or store personal data about other users of the Service;

• promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;

• promote, offer for sale or sell any security or item, good or service that i) violates any applicable federal, state, or local law or regulation, ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or iii) Prometheus or the Third Party Providers determine, in their sole discretion, is inappropriate for sale;

• share or disclose information obtained in the User Restricted Areas to non-accredited investors;

• use the Forums as a forwarding service to another website; or

• access or otherwise use the Forums in any unlawful manner, for any unlawful purpose or in violation of these Terms and Conditions.

Community Guidelines

In addition, Prometheus has Community Guidelines that further govern the conduct of all Users. Please read the Community Guidelines carefully before using the Service.

Monitoring by Prometheus

Prometheus, including its affiliates, may monitor your Communications to evaluate the quality of service you receive, your compliance with our Terms and Conditions and other policies, the security of our Services, or for other reasons, including to comply with regulatory requirements. This may include using a Third Party Service Provider to perform such monitoring.

External Links

Prometheus and/or the Third Party Providers may provide links to other websites or resources. Because neither Prometheus or the Third Party Providers have any control over such sites and resources, you acknowledge and agree that neither Prometheus nor the Third Party Providers are responsible for the availability of such external sites or resources. Prometheus and the Third Party Providers do not endorse and are not liable for any content, advertising, products, or other materials on or available through such sites or resources. You further acknowledge and agree that neither Prometheus nor the Third Party Providers shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Applicable Policies

In addition to these Terms and Conditions, your access to and use of the Content and the Service is subject to Prometheus’s then-current policies relating to the Content and the Service, including, without limitation, the Prometheus Privacy Policy available on the Service. You agree to be bound by these policies and all other Prometheus policies applicable to the access and use of the Content and the Service. By using the Service, you are consenting to have your personal data transferred to and processed by Prometheus and its affiliates. As part of providing you the Service, Prometheus may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.

Copyright Disputes/DMCA

We take intellectual property rights seriously and care about the legitimate infringement of others’ copyright or other intellectual property rights. It is Prometheus’ policy to respond to notices of infringement that comply with applicable intellectual property laws including the Digital Millennium Copyright Act (DMCA) and to terminate the accounts of repeat infringers. Please see our DMCA Policy for more details, including what to do if you believe that your copyright is being infringed on the Services.

Indemnification

You will indemnify and hold harmless Prometheus and the Third Party Providers, and the officers, directors, agents, partners, employees, licensors, distributors, and representatives of Prometheus and the Third Party Providers, from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your access and/or use of, or interaction with the Content (including, without limitation, Third Party Content), or any act, error, or omission of your use of your account or any user of your account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law.

Revisions

Prometheus may at any time revise these Terms and Conditions by updating this document. You agree to be bound by subsequent revisions and agree to review these Terms and Conditions periodically for changes. The most updated version of this document will be available for your review under the “Terms” link that appears on the Prometheus website and “Terms of Use” link that appears on the Prometheus mobile application.

Applicable Law and Venue; Severability

You agree that these Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Any legal action or proceeding arising under these Terms and Conditions will be brought exclusively in courts located in Los Angeles County, California, and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of these Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions.