The webpage Impact Cleveland (“IC”) is managed by the Cleveland Foundation (“TCF”), an Internal Revenue Code (“I.R.C.”) Section 501(c)(3) organization. IC aims to highlight certain investments in, and in connection with, a wide range of investors willing to deploy patient, customized, and risk-tolerant capital with, entrepreneurs, start-ups, community development organizations, social enterprises, and other types of organizations that have a mission to improve the lives of individuals and communities in the Greater Cleveland region.
TCF offers this website to provide a networking and information sharing platform for social impact investors and those seeking capital.
Last Updated: March 14, 2023
ARBITRATION, AND FURTHER, THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS
AGAINST TCF ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN
ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
2. Accessing this Site and Account Security.
a. By using this Site, you represent and warrant that you are 18 years or older. If you are under the age of 18 years, you agree not to visit the Site.
b. TCF reserves the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
c. You are responsible for making all arrangements necessary for you to have access to the Site.
e. To access the Site, or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete.
f. If you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You agree to immediately notify TCF of any unauthorized use of your username or password or any other breach of security. You should exercise particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
h. You acknowledge that TCF may establish general practices and limits concerning use of the Site, including, without limitation, the maximum period of time that data or other content will be retained by the Site and the maximum storage space that will be allotted on TCF’s servers on your behalf. You agree that TCF has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Site. You acknowledge that TCF reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that TCF reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. This right may be limited for applicable users by GDPR, or other rights of privacy.
3. Prohibited Uses.
i. In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);
ii. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
iv. To gather or attempt to gather personal information belonging to members, users, or member organizations for the purposes of spamming, marketing, selling to third parties, or otherwise sharing beyond the reasonable uses of the Site;
v. To transmit, or procure the sending of any “junk mail,” “chain letter” or “spam” or any other similar solicitation;
vi. To impersonate or attempt to impersonate IC, TCF, or a TCF employee, another user, or person or entity (including, without limitation, the use of names or email addresses associated with any of the foregoing); or
vii. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm IC, TCF, or users of the Site or expose them to liability.
Additionally, you agree not to:
i. Use the Site in any manner that could disable, overburden, damage or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real-time activities through the Site;
ii. Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including to monitor or copy any of the material on the Site;
iii. Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without the prior written consent of TCF;
iv. Use any device, software or routine that interferes with the proper working of the Site;
v. Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
vi. Attempt to gain unauthorized access to, interfere with, damage or disrupt, or reverse-engineer any part of the Site, the service on which any part of the Site is stored, or any server, computer or database connected to the Site;
vii. Attack the Site via a denial-of-service attack or a disturbed denial-of-service attack; or
viii. Access or search or attempt to access or search the Site by any means (automated or otherwise) other than through our currently available, published interfaces provided by TCF; or
ix. Otherwise attempt to interfere with the proper working of the Site.
4. Intellectual Property Rights.
a. You must not:
i. Modify copies of any materials from the Site; or
ii. Delete or alter any copyright, trademark or other propriety rights notices from copies of materials from the Site.
b. You must not reproduce, sell or exploit for any for any purposes any part of the Site, access to the Site or use of the Site or any services or materials available through the Site.
5. User-Provided Information – Content Standards.
c. In addition to the foregoing, all User-Provided Information must comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User-Provided Information must not:
i. Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing violent, hateful, inflammatory, or otherwise objectionable;
ii. Promote sexually explicit or pornographic material,
iii. Promote violence, or promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age;
iv. Infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person;
vi. Be likely to deceive any person;
vii. Promote any illegal activity, or advocate, promote or assist any unlawful act;
vii. Cause harassment or libel to any other person;
ix. Be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization;
x. Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; and
xi. Give the impression that they emanate from us or any other person or entity, if this is not the case.
6. You acknowledge that your participation in or use of the Site does not exempt you from compliance with any applicable obligations under U.S. federal or state securities laws or the securities laws of any other jurisdiction, including without limitation compliance with (the “Securities Act”), or Regulation D thereunder (“Regulation D”), in connection with any offer or sale of securities you may make to any user or third party. You further acknowledge that participation in the Site does not provide any basis for you to make a determination to a user’s or third party’s accreditation or sophistication, and any such determination made by you must be independent of any facts related to or arising out of information on the Site.
7. Monitoring and Enforcement.
a. TCF has the right to:
i. Remove or refuse to post any User-Provided Information for any or no reason in our sole discretion;
iii. Disclose your identity to any third party who claims that material posted by you violates their rights including their intellectual property rights or their right to privacy;
iv. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and
b. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Site. YOU WAIVE ANY CLAIM AGAINST TCF AND HOLD TCF HARMLESS FROM ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY TCF DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER TCF OR LAW ENFORCEMENT AUTHORITIES.
c. However, we cannot review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. TCF assumes no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.
8. Reliance on Information Posted.
a. The information presented on or through the Site is made available solely for general information purposes. TCF does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of its contents.
b. The Site may contain estimates, projections or other statements that are forward looking in nature (“Forward Looking Statements”). Any such Forward Looking Statements are inherently speculative and subject to numerous risks and uncertainties. Actual results and performance may be significantly different from historical experience and present expectations or projections. TCF undertakes no obligation to publicly update or revise any forward-looking Statements.
c. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. All securities involve risk and may result in partial or total loss of an investment.
d. The securities offered on the Site have not been registered under the Securities Act, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder (“Regulation D” or “private placements”). Securities sold through private placements are restricted and not publicly traded, and are, therefore, illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering described on this Site. Persons who are resident outside of the United States are not allowed access to investment opportunities on the Site. Our services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein 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 or where TCF is not authorized to provide such information or services. Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity to be provided to you by the issuing company. The information contained in the Site has been prepared by TCF without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment
9. Not Investment Advice or an Offer to Invest; Certain Related Restrictions.
The content of the Site does not constitute investment advice or an offer to invest and is not intended for trading purposes. Users need to consult with their own investment, accounting, legal and tax advisers to evaluate independently the risks, consequences and suitability of any investment made by them.
Only “accredited investors” as defined in Rule 501 of Regulation D are authorized to invest in private placements. You should consult with your legal and financial advisors before making any investment to ensure that you qualify as an “accredited investor.”
10. Changes to the Site.
We may update this website from time to time, but its content is not necessarily complete or up-to-date. Any of the material provided by the site may be out of date at any given time, and TCF is under no obligation to update such material. We may change the Site at any time with or without notice. We may suspend access to the Site, or close it out indefinitely.
11. Information About You and Your Use of the Site.
All information that TCF collects through this Site is subject to our Private Policy. You represent and warrant that all data provided by you is accurate.
12. Linking to the Site.
a. You may link to the IC’s homepage or other sites/pages owned by or operated by TCF, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way to suggest any form of association, approval or endorsement on our part where none exists.
b. You must not establish a link from any website that is not owned by you.
c. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
13. Links from the Site.
If the Site contains links to other websites and resources provided by third parties, these links are provided only for your convenience. TCF has no control over the contents of those websites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
14. Geographic Restrictions.
The Site is operated by TCF within the State of Ohio in the United States of America. You may not use or export the Site content in violation of applicable export laws and regulations. Site 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 or which would subject TCF to any registration or other requirement within such jurisdiction or country. TCF reserves the right to limit access or availability of the Site to any person, geographic region or jurisdiction.
15. Disclaimer of Warranties.
a. You understand that TCF cannot and does not guarantee or warrant that files available for downloading from the Internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
b. YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER TCF NOR ANY PERSON ASSOCIATED WITH TCF MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FORGOING, NEITHER TCF NOR ANYONE ASSOCIATED WITH TCF REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
c. TCF HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEENT AND FITNESS FOR A PARTICULAR PURPOSE.
d. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16. Limitations on Liability.
a. IN NO EVENT WILL TCF, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT OF THE SITE OR SUCH WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORSEEABLE.
b. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. Arbitration, Jury Trial and Class Action Waiver.
THE USER AGREES THAT DISPUTES BETWEEN TCF, ITS OFFICERS, DIRECTORS, OWNERS, AGENTS, AFFILIATES, LICENSORS AND LICENSEES, AND EMPLOYEES (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY), WITH REGARD TO USER’S USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBICITY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND TCF AND USERS HEREBY EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL,TO DISCOVERY TO PARTICIPATE IN A CLASS ACTION, AND TO RIGHTS TO APPEAL IN ABRITRATION, AND THE USER AND TCF EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL BY IN ARBITRATION ARE GENERALY MORE LIMITED IN THAN A LAWSUIT, AND OTHER RIGHTS THAT USER AND TCF WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. BY USING THIS SITE, USER UNDERSTANDS AND AGREES THAT USER EXPRESSLY ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTANDS ALL OF THE TERMS OF THIS AGREEMENT AND ARE WAIVING TO THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. The arbitration will be settled under the Federal Arbitration Act and administered by the American Arbitration Association under its applicable Rules (collectively “AAA Rules”) though the applicable federal, state or local agency if that action is available
19. Governing Laws.
20. Limitations on Time to File Claims.
21. Waiver and Severability.
22. Entire Agreement.
23. Your Comments and Concerns.
a. The Site is operated by the Cleveland Foundation, located at 1422 Euclid Ave., Suite 1608, Cleveland, Ohio 44115.
b. Copyright work.
i. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide TCF’s Copyright Agent the following information in writing, as required by the Digital Millennium Copyright Act, 17 U.S.C. 512 (“DMCA”):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
3. Identification of the material that is claimed to be infringing or to be subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit TCF to locate the material;
4. Information reasonably sufficient to permit TCF to contact you, including at least your name, address and telephone number;
5. A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ii. Our agent for notice of claims of copyright infringement on the Site can be reached as follows:
Senior Director, Integrated Marketing
1422 Euclid Avenue, Suite 1608
Cleveland, Ohio 44115
c. All other feedback, comments, requests for technical support and other communications relating to the Site should be directed to:
Director, Investments & Treasury
1422 Euclid Avenue, Suite 1608
Cleveland, Ohio 44115
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