Terms of Use | Loon Creek

Terms of Use for Manager Portal

Effective Date: October 24, 2023

These Terms of Use ("Agreement") govern your access to and use of the Manager Portal ("Portal"), which is provided by Loon Creek Capital Group, LLC ("Loon Creek”, “Company," "we," "our," or "us"). By accessing or using the Portal, you agree to be bound by this Agreement. If you do not agree to these terms, you may not use the Portal.

1. Acceptance of Terms

By registering for or using the Manager Portal, you agree to comply with and be bound by this Agreement, including any updates or modifications made by the Company. The Company reserves the right to amend this Agreement at any time, and such changes will be effective immediately upon posting the updated terms on the Portal.

2. Eligibility

To use the Manager Portal, you must meet all of the following criteria:

You must be at least 18 years of age or the legal age of majority in your jurisdiction.
You must be a manager or authorized representative of an entity that has a valid services agreement in place with Loon Creek.
You must be authorized by your organization to access and manage the Portal, including viewing investor data, and must comply with all applicable laws, regulations, and internal policies when doing so.

If you are using the Portal on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms and that the organization has entered into a valid services agreement with Loon Creek Capital Group.

If you do not meet these eligibility requirements, you may not register for or use the Portal.

3. Account Creation and Security

To access the Portal, you must create an account ("Account"). The email address associated with your account will be linked to the email address on record with Loon Creek. You will create a password to secure your account.

Email Address: The email address used to register your account will be the one currently on record with the Company. If you wish to update or change the email address associated with your account, you must contact Loon Creek directly at clients@looncreekcapital.com. The change will only be made after verification by our team.
Password: You will create a secure password to protect your account. It is your responsibility to keep this password confidential and secure. If you believe your password has been compromised, you must notify us immediately and change your password as soon as possible.

You are responsible for maintaining the confidentiality of your login credentials (e.g., email address and password) and for all activities that occur under your Account. You agree to notify the Company immediately of any unauthorized use of your Account or any other security breach.

Sharing of Login Credentials

You may, at your discretion, choose to share your login credentials with trusted individuals within your organization for the purpose of accessing and managing the Manager Portal. However, you acknowledge and agree that:

You are fully responsible for any activity that occurs under your login credentials, regardless of whether you or another person uses the account.
The Company is not responsible for any loss, damage, or unauthorized access resulting from the sharing of your login credentials.
You should only share your credentials with individuals who are authorized to use the Portal and understand their responsibility to maintain the confidentiality and security of the account.
If you believe that your login credentials have been compromised or that unauthorized individuals have gained access to your account, you must notify the Company immediately to take corrective action, including resetting your password.

The Company reserves the right to suspend or terminate any account that has been used in a manner that violates these terms, including improper or unauthorized sharing of credentials.

4. Investor Information Confidentiality

As a Manager using the Portal, you acknowledge and agree to the following regarding the handling of investor information:

Access to Investor Information: You, as a Manager, are the only person authorized to view or access the personal and financial information of investors ("Investor Information") on the Portal, unless otherwise permitted by the investor.
Confidentiality Obligation: You agree to maintain the confidentiality of all Investor Information that you access or receive via the Manager Portal. This includes not sharing, disclosing, or transmitting any Investor Information to third parties without the explicit, prior written consent of the investor.
Use of Investor Information: Investor Information may only be used for the purpose of managing the investor's account or facilitating the services provided by the Portal, in accordance with the investor's instructions and the applicable laws and regulations.
Unauthorized Disclosure: Any unauthorized disclosure of Investor Information, whether intentional or unintentional, is strictly prohibited. You are responsible for ensuring that any individuals with whom you share Investor Information (in accordance with this Agreement) are also bound by confidentiality obligations.
Investor Consent: In the event that an investor gives permission to share their information, you must document the investor's consent in writing (such as through an email or signed agreement) and ensure that such disclosure is consistent with the investor’s instructions.

By using the Portal, you agree to comply with these confidentiality requirements and to immediately report any potential breaches of this confidentiality obligation to the Company.

5. Loon Creek Administrative Access and Monitoring

As part of providing the Manager Portal and ensuring its proper functioning, Loon Creek may access your account and view records related to your use of the Portal for troubleshooting, error-checking, and quality assurance purposes. This access is strictly for operational purposes and does not grant us permission to use your data for any other purpose outside of our services agreement with you or the management of the Portal.

Administrative Access: The Company may periodically review account activity, records, or logs to ensure that data is accurate and that accounts are functioning properly. This is done to maintain the integrity of the Portal and to troubleshoot or resolve any issues.
Information Rights: As required by the services we provide to you as per our services agreement, Loon Creek already has the rights to access and review records that are necessary for providing services and ensuring compliance. Our administrative access is limited to viewing the information displayed in the Portal for these purposes only and does not extend beyond the scope of operational and technical needs.
Privacy and Data Protection: All access to user data by Loon Creek will be conducted in accordance with the terms outlined in our Privacy Policy, and we will maintain the confidentiality of any investor or organizational data to the extent required by law and the operating agreements.

6. Use of the Manager Portal

You agree to use the Manager Portal only for lawful purposes and in accordance with this Agreement. You shall not:

Violate any applicable local, state, or national law or regulation.
Engage in any activity that could damage, disable, overburden, or impair the Portal, its infrastructure, or any part of the services offered.
Upload or transmit any malicious code, viruses, or malware.
Use the Portal to access or collect personal data without proper authorization or for any unauthorized purpose.

7. Intellectual Property

The content, design, layout, and structure of the Manager Portal, including all software, logos, trademarks, and other intellectual property, are owned by or licensed to the Company and are protected by copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Portal solely for the purposes specified in this Agreement. You may not reproduce, modify, distribute, or otherwise use the Portal's intellectual property without the prior written consent of the Company.

8. Privacy and Data Protection

Your use of the Manager Portal is subject to the Company’s Privacy Policy, which can be found at www.looncreekcapital.com/privacypolicy. By using the Portal, you consent to the collection, use, and sharing of your data as described in the Privacy Policy. You agree to comply with all applicable data protection laws and regulations when handling personal data through the Portal.

9. Subscription and Fees

Access to the Manager Portal may require a subscription or fee-based service ("Subscription"). The fees, billing terms, and subscription options will be outlined during the registration or purchase process. You agree to pay all applicable fees in accordance with the billing terms set forth by the Company.

The Company reserves the right to modify its pricing and subscription plans at any time, with notice provided to you before any changes take effect.

10. Termination

The Company may suspend or terminate your access to the Manager Portal at any time and for any reason, including if you violate these Terms of Use or engage in any activity that could harm the Company or its services.

You may also terminate your Account at any time by contacting customer support or following the instructions provided on the Portal.

Upon termination, your access to the Portal will be revoked, and you will no longer be able to use the features and services provided through the Portal. Any outstanding fees or payments will remain due.

11. Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profit or data, arising out of or in connection with your use of the Manager Portal, even if the Company has been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses, including legal fees, arising out of or related to:

Your use of the Manager Portal.
Any violation of this Agreement.
Your violation of any rights of third parties.

13. Dispute Resolution

Any disputes arising out of or related to this Agreement will be governed by the laws of the State of Idaho without regard to its conflict of law principles. You agree to resolve any disputes exclusively through binding arbitration in Ada County, unless otherwise agreed by both parties.

14. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between you and the Company regarding the use of the Manager Portal and supersedes all prior agreements or understandings, whether written or oral.
Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Waiver: The failure of the Company to enforce any provision of this Agreement does not waive its right to enforce such provision in the future.

15. Contact Information

For any questions or concerns regarding these Terms of Use, please contact us at:

Loon Creek Capital Group, LLC

PO Box 6088

Boise, ID 83707

clients@looncreekcapital.com