PasstheHat.com (the “Website”) is a website operated by Borgman Capital LLC (“Pass the Hat Web Host”). Investments offered on the Website are sponsored by Borgman Capital LLC (“Borgman Capital”). By accessing the Website, the pages contained on it, and the information and material contained or described herein (together the “Information”), you acknowledge your agreement to be bound by, and understanding and acceptance of, these Terms and Conditions, Non-Disclosure Agreement, and our Privacy Policy . You acknowledge your understanding that these Terms and Conditions constitute a binding agreement between you and Pass the Hat (sometimes referred to as “we” or “us”) that governs your access and use of the Website, which includes any images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, ”Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Website.
The Website and the offerings therein are intended only for accredited investors (for persons residing in the U.S.). Pass the Hat Web Host, along with its affiliates (including Borgman Capital) and its and their directors, officers, advisors and employees shall herein be referred to collectively as “Pass the Hat.”
Pass the Hat grants you a limited right to use the Website. The individual user shall not use the Website in any way that is fraudulent or unlawful. Your right to use the Website is subject to your agreement to abide by the Terms and Conditions of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Website. At any time and for any reason Pass the Hat may revoke your right to use all or any portion of the Website. Pass the Hat reserves the right to make changes to the Website and the Terms and Conditions of Use at any time without prior notice to you. For this reason, each time you use the Website, you should visit and review the then-current Terms and Conditions of Use that apply to your use of the Website. The Website and the Content is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. As a condition of your use of the Website, you agree to indemnify and hold Pass the Hat and its Associates (defined below) harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorney’s fees), as incurred, arising from your use of the Website or related services or from your violation of the Terms and Conditions of Use.
EACH TIME YOU USE THE WEBSITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE THESE TERMS AND CONDITIONS IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.
YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE IS A CONDITION TO YOUR RIGHT TO ACCESS THE WEBSITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE WEBSITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE WEBSITE AFTER SUCH BREACH.
Website Security
You may not violate or attempt to violate the security of the Website. Tampering with any portion of the Website, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Website, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions of Use.
You are prohibited from violating or attempting to violate the security of the Website, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, ”flooding,” ”spamming,” ”mailbombing” or ”crashing;” (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents available on the Website and other than generally available third party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Website or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Website.
Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). Pass the Hat may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Website if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.
When accessing the Website, users should be aware that the internet is generally not regarded as a secure environment, and that data sent via the internet can be accessed by unauthorized third parties, potentially leading to disclosures, changes in content or technical failures. Data sent via the internet may be transmitted across international borders even though both sender and receiver are located in the same country. Pass the Hat does not accept any responsibility or liability for the security of data while in transit via the internet.
The Website may contain certain links. Activating links on the Website may cause individual users to leave the Website. Such links are provided solely for individual users’ convenience and information. Pass the Hat has not reviewed any of the websites linked with or connected to the Website and using links on or to the Website is at each individual user’s own risk.
Ownership of Materials on Website
You may download or copy Content only to the extent such download is expressly permitted in writing on the Website. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Website or any related software.
Nothing on the Website shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark on the Website. Anything transmitted to the Website by you becomes Pass the Hat’s property and may be used by us for any lawful purpose. Pass the Hat reserves all rights with respect to copyright and trademark ownership of all material on the Website, and will enforce such rights to the full extent of the law.
Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Pass the Hat or by third parties who have licensed their materials to Pass the Hat and are protected by U.S. and international copyright laws. The compilation of all Contents on the Website is the exclusive property of Pass the Hat and is also protected by U.S. and international copyright laws.
The Website, including all Information, is owned by or licensed to Pass the Hat and is subject to and protected by various intellectual property rights, including but not limited to copyright, trade secrets, trademarks, service marks, brand names and other proprietary rights whether under contract, statute or any similar provisions (“IP Rights”). All IP Rights are and shall remain the exclusive property of Pass the Hat, its respective third party licensors or third parties to whom it is attributed and in using the Website individual users shall not obtain any rights, title or other interest in or to any information on the Website or related IP Rights.
Subject to the above, individual users are entitled to view the Information on the Website and to copy and print such information for personal use. Individual users are not permitted to sell or distribute or otherwise deal with the Information on the Website or any deviations of such information without the prior written consent of Pass the Hat.
No Offers or Reliance
The Information has been prepared solely for purposes of information. The Information is in summary form for convenience of presentation and under no circumstances should the Information be used or considered as an offer to sell or the invitation or solicitation of an offer to buy any product or service offered by Pass the Hat. No such offer or invitation or solicitation will be made prior to the delivery of definitive documentation relating to the specific securities being offered. Before making an investment decision with respect to any investment, potential investors are advised to carefully read the related final documentation and offering memorandum documents (the “Documents”). Further, Pass the Hat does not give or offer any business advice, investment advice, tax or legal advice to anyone using this Website, accordingly, potential investors are advised to consult with their tax, legal and financial advisors with respect to any investment.
Past performance / Forward-looking statements
Nothing herein shall be relied upon as a promise or representation as to past or future performance. The Website may contain forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “targeted,” “projected,” “underwritten,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements concerning the company, property, risk factors, plans and projections. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Pass the Hat undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. None of Pass the Hat, the issuer nor any other person or entity assumes responsibility for the accuracy and completeness of forward-looking statements. Investors should conduct their own due diligence and not rely on the financial assumptions or estimates that are displayed on the Website. Investments displayed on the Website are not bank deposits, are not insured by the FDIC or by any other Federal government agency, are not guaranteed by Pass the Hat, and may lose value. Investment opportunities posted on this website are “private placements” of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment.
No Warranty; Limitation on Liability
BY USING THE WEBSITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE WEBSITE AND RELATED SERVICES ARE PROVIDED ON AN” AS IS”, ”AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NEITHER PASS THE HAT NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, ”ASSOCIATES”) WARRANT THAT USE OF THE WEBSITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER CADRE NOR ITS ASSOCIATES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE WEBSITE OR THE MATERIALS OR SERVICES OFFERED IN THE WEBSITE NOW OR IN THE FUTURE. PASS THE HAT AND ITS ASSOCIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE WEBSITE, INFORMATION ON THE WEBSITE OR THE RESULTS OBTAINED FROM USE OF THE WEBSITE OR RELATED SERVICES. CADRE AND ITS ASSOCIATES ACCEPTS NO RESPONSIBILITY FOR UPDATING ANY PARTY OF THE WEBSITE OR THE CONTENT THEREIN.
UNDER NO CIRCUMSTANCES WILL PASS THE HAT OR ITS ASSOCIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE WEBSITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF PASS THE HAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Any Content downloaded or otherwise obtained through the Website is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of Pass the Hat has been advised of or should have knowledge of the possibility of such damages.
The information and opinions are subject to change without notice and does not purport to be complete.
Third Party Content and Linked Websites
References on this Website to any names, marks, products or services of third parties, or hypertext links to third party websites or information or Content provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials or services. We are not responsible for the practices or policies of such third parties, nor the Content of any third party sites, and do not make any representations regarding third party materials or services, or the Content or accuracy of any material on such third party sites. If you decide to link to any such third party sites, you do so entirely at your own risk.
Warning Regarding Web Fraud and Phishing
When communicating with Pass the Hat through digital media, please:
• Confirm you are visiting a Pass the Hat authorized web site.
• Do not share your password and login ID with anyone, including anyone from Pass the Hat. Pass the Hat web sites are private, available only to clients through secure log-in procedures. Apart from allowing you to use your password and log-in to enter an authorized web site, Pass the Hat will never ask you for your password or login information. (If you forget your password or login, we will issue you new ones.)
• Do not send emails to anyone with an address other than authorized Pass the Hat e-mail addresses. Pass the Hat only uses “@borgmancapital.com” for email addresses to communicate with users. Pass the Hat does not permit our employees and authorized representatives to send or receive work-related emails from personal accounts or any other address.
Effect on Other Agreements
Nothing contained in these Terms and Conditions is intended to modify or amend any other written agreement you may have with Pass the Hat (including without limitation any customer agreement, participation agreement, operating agreement, investment agreement or account agreement) (“Other Agreements”) if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions and any Other Agreements, the Other Agreements will govern. Some pages within the Website contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and Conditions. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.
Governing Law
Headings used in these Terms and Conditions are for reference purposes only and in no way define or limit the scope of the section. These Terms and Conditions are governed by the laws of Wisconsin. Subject to the next section of the Terms and Conditions regarding arbitration, any claim related to any dispute arising as a result of the Website or under these Terms and Conditions will be made before a court of competent jurisdiction located in Wisconsin. If any provision of these Terms and Conditions is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. The failure of Pass the Hat to act with respect to a breach of these Terms and Conditions by you or others does not constitute a waiver and will not limit Pass the Hat’s rights with respect to such breach or any subsequent breaches.
Arbitration
By using the Website, you agree that Pass the Hat, at its sole discretion, may require you to submit any disputes arising from the use of the Website, related services or these Terms and Conditions concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.
Consent to Conduct Business Electronically
By checking “I agree” upon requesting an invitation to join Pass the Hat, user agrees that its electronic consent to the Terms and Conditions, Non-Disclosure Agreement and Privacy Policy is the legal equivalent of user’s manual/handwritten signature.
