Terms of Service

Effective date: 1st December 2024

1. Introduction and Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the 1pltfrm.com (and any subdomains such as vitrina.1pltfrm.com) website and services (collectively, the “Services”) operated by 1PLTFRM Technology, LLC and 1PLTFRM Services, LLC (collectively, “1PLTFRM”, “Company,” “we,” “us,” or “our”). By accessing or using the Services, you (“User”) agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services. The Services encompass the following:

1. 1PLTFRM Vitrina:  A secure, invitation-based digital platform operated by 1PLTFRM. Vitrina Showcase enables general partners and issuers to showcase their alternative investment offerings to selected financial intermediaries and professional investors. It is designed to enhance private wealth distribution by providing tools for targeted intermediary engagement, streamlined onboarding, and efficient investment servicing. Vitrina Invest then enables those financial intermediaries and professional investors to indicate their interest in a particular offering, and manage the full onboarding, subscription, capital management and reporting process.

2. Public website: Which serves as a marketing and informational platform designed to provide general users with an overview of our services, features, and value propositions.

These terms apply to all Users, including:

  • Issuer Users: Employees, representatives, or agents of our Customers (Issuers with a commercial agreement with us) who have registered with Vitrina.
  • Invited Users: Individuals granted access to Vitrina by an Issuer User and who have registered with Vitrina in order to view one or more offerings from such Customer.
  • Advisor Users: Individuals granted access to Vitrina by an Issuer User and who have registered with Vitrina. These Users typically are employed by a Wealth Manager.
  • Investors: Individuals granted access to Vitrina by an Advisor User and who have registered with Vitrina. These Users typically have a relationship with a Wealth Manager, and may use the Services to undertake a transaction (a subscription for an alternative investment made available by an Issuer).
  • Visitors: Individuals accessing publicly available content on our website without registering.

2. Eligibility

By using the Services, you represent and warrant that:

  • You are at least 18 years of age or the legal age of majority in your jurisdiction.
  • You have the legal capacity and authority to enter into these Terms.
  • You will comply with all applicable laws and regulations.

3. Account Registration and Security

3.1. Account Registration

  • You may be required to create an account (register) to access certain features of the Services.
  • You agree to provide accurate, current, and complete information during the registration process.
  • You must update your information to keep it accurate and current.

3.2. Account Security

  • You are responsible for safeguarding your account credentials.
  • You agree not to disclose your password to any third party.
  • You must notify us immediately at support@1pltfrm.com if you suspect any unauthorized use of your account.

4. License Grant and Restrictions

4.1. License Grant

  • We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services in accordance with these Terms.

4.2. Restrictions

You agree not to:

  • Copy, modify, or create derivative works based on the Services.
  • Distribute, transmit, publish, or otherwise make available the Services to third parties without our prior written consent.
  • Reverse engineer, decompile, or disassemble any portion of the Services.
  • Use the Services to upload, transmit, or distribute any viruses or malicious code.
  • Interfere with or disrupt the integrity or performance of the Services.
  • Attempt to gain unauthorized access to any parts of the Services or their related systems.

5. User Conduct and Obligations

5.1. Compliance with Laws

  • You agree to use the Services in compliance with all applicable local, state, national, and international laws and regulations.

5.2. Prohibited Activities

You shall not:

  • Post or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
  • Harass, abuse, or harm another person or entity.
  • Impersonate any person or entity or misrepresent your affiliation with a person or entity.
  • Engage in any activity that interferes with or disrupts the Services.

5.3. User Content

  • You are solely responsible for any content you submit or transmit through the Services (“User Content”).
  • You represent that you have all necessary rights to submit the User Content.
  • You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute your User Content solely for the purpose of providing the Services.

5.4. Reporting Violations

  • You are encouraged to report any violations of these Terms to us at support@1pltfrm.com.

6. Investment Terms and Legal Considerations

6.1. Eligibility

  • The investment opportunities are exclusively available to Investors who meet the qualifications specified by applicable national securities laws and regulations pertinent to these types of securities transactions. This usually includes the meeting of certain criteria, such as adequate investment experience and a minimum net worth.

6.2. Investor Responsibilities

  • You agree to invest in any fund or financial product offered as part of the Services only after meticulously reviewing and evaluating the investment terms. This includes all related documents such as the private placement memorandum, subscription agreement, organizational documents, and any other pertinent information provided.
  • You commit to using your own discretion and judgment before making any investment decisions.
  • You acknowledge the importance of obtaining appropriate professional advice to protect your interests. This may include consulting legal, tax, accounting, or other experts.
  • You confirm that you have reviewed and understood the risk disclosures provided with any investment documentation and that you are aware of the risks involved with alternative investments.

6.3 No Endorsement or Advice 

  • We do not endorse or recommend any funds or investment opportunities, nor do we suggest that any particular investment is suitable for you. We do not guarantee the accuracy or completeness of information provided by the funds, their managers, or other financial products featured as part of the Service. We are not acting as an investment adviser, and nothing on our platform should be construed as investment advice.

7. Intellectual Property Rights

7.1. Ownership

  • All rights, title, and interest in and to the Services, including all intellectual property rights, are and will remain the exclusive property of 1PLTFRM and its licensors.

7.2. Trademarks

  • All trademarks, logos, and service marks displayed on the Services are our property or the property of other third parties. You are not permitted to use these marks without our prior written consent.

7.3. Feedback

  • If you provide feedback or suggestions about the Services, we may use such information without obligation to you.

8. Privacy Policy

  • Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference.
  • By using the Services, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.
  • The Privacy Policy is available at 1pltfrm.com/privacy-policy.

9. Third-Party Services

  • The Services may include integrations or links to third-party services (“Third-Party Services”).
  • We do not endorse and are not responsible for the availability, accuracy, or content of Third-Party Services.
  • Your use of Third-Party Services is subject to the terms and conditions of the respective third parties.

10. Disclaimers and Limitation of Liability

10.1. Disclaimers

  • The Services are provided on an “AS IS” and “AS AVAILABLE” basis.
  • We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
  • We do not warrant that the Services will be uninterrupted, error-free, or secure.

10.2. Limitation of Liability

  • To the maximum extent permitted by law, in no event shall Company be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of or inability to use the Services.
  • Our total liability to you for all claims arising from or related to the Services shall not exceed the amounts paid by you to us (if any) for the use of the Services in the twelve (12) months preceding the claim.

11. Indemnification

  • You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or in any way connected with your access to or use of the Services, your violation of these Terms, or your infringement of any intellectual property or other rights of any third party.

12. Termination of Service

  • We reserve the right to suspend or terminate your access to the Services at any time, with or without cause, and with or without notice.
  • Upon termination, your right to access and use the Services will immediately cease.
  • All provisions of these Terms that by their nature should survive termination shall survive, including intellectual property rights, disclaimers, indemnity, and limitations of liability.

13. Governing Law 

  • These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions.

14. Modifications to Terms

  • We reserve the right to modify or replace these Terms at any time.
  • We will provide notice of any material changes by posting the new Terms on the Services and updating the “Effective Date” at the top.
  • Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

15. Miscellaneous Provisions

15.1. Entire Agreement

  • These Terms, along with the Privacy Policy and any additional agreements you may enter into with us, constitute the entire agreement between you and Company regarding the Services.
  • Notwithstanding any translated version of these Terms, along with the Privacy Policy, the English version is the official version that binds the User. In the event of any conflict or discrepancy between any translated version of these Terms and Privacy Policy, the English version supersedes and controls.

15.2. Severability

  • If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.3. Waiver

  • Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

15.4. Assignment

  • You may not assign or transfer these Terms, in whole or in part, without our prior written consent.
  • We may assign these Terms without restriction.

15.5. Force Majeure

  • We shall not be liable for any failure to perform our obligations where such failure results from any cause beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, or accidents.

16. Contact Information

If you have any questions about these Terms, please contact us:

  • Email: support@1pltfrm.com

17. Acknowledgment

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.