Pre-dispute Arbitration Clause
Regulatory authorities require that any investment agreement containing a pre-dispute arbitration agreement must disclose that this agreement contains a predispute arbitration clause. By signing an arbitration agreement, the parties agree as follows:
• All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
• Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
• The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
• The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
• The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
• The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
• The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
1. the class certification is denied;
2. the class is decertified; or
3. the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
Any controversy or claim arising out of any agreement with Arcview Capital, LLC (“Arcview”), or in any way arising from the relationship with Arcview, its subsidiaries, affiliates, officers, directors, employees, agents or service providers (“Related Third Parties”), including any controversy over the arbitrability of a dispute, will be settled by arbitration.
This arbitration agreement will be binding upon and inure to the benefit of the parties hereto and their respective representatives, attorneys-in-fact, heirs, successors, assigns and any other persons having or claiming to have a legal or beneficial interest in Arcview associated investments, including court-appointed trustees and receivers. This arbitration agreement will also inure to the benefit of third-party service providers that assist Arcview in providing Services (“Third-Party Service Providers”) and such Third-Party Service Providers are deemed to be third-party beneficiaries of this arbitration agreement.
The parties agree that this arbitration agreement will apply even if the request to participate in an Arcview deal is denied.
Such arbitration will be conducted by, and according to the securities arbitration rules and regulations then in effect of, the Financial Industry Regulatory Authority (FINRA) or any national securities exchange that provides a forum for the arbitration of disputes, provided that Arcview is a member of such national securities exchange at the time the arbitration is initiated. Any party may initiate arbitration by filing a written claim with FINRA or such eligible national securities exchange. If arbitration before FINRA or an eligible national securities exchange is unavailable or impossible for any reason, then such arbitration will be conducted by, and
according to the rules and regulations then in effect of, the American Arbitration Association (AAA). If arbitration before the AAA is unavailable or impossible for any reason, the parties agree to have a court of competent jurisdiction appoint three (3) arbitrators to resolve any and all disputes or controversies between or among the parties. Each party shall bear its own initial arbitration costs, which are determined by the rules and regulations of the arbitration forum. In the event of financial hardship, the arbitration forum may waive certain costs in accordance with such rules. At the conclusion of the hearing, the arbitrators will decide how to assess the
costs of the arbitration among the parties.
Any award the arbitrator makes shall be final and binding, and judgment on it may be entered in any court having jurisdiction. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award.
For FINRA arbitrations, FINRA will appoint a single public arbitrator in customer cases decided by one arbitrator. In customer cases decided by three arbitrators, investors have the option of choosing an arbitration panel with two public arbitrators and one non-public arbitrator (Majority-Public Panel Rule) or a panel of all public arbitrators (Optional All-Public Panel Rule). If the customer declines to elect a panel selection method in writing by the applicable deadline, the Majority-Public Panel Rule for selecting arbitrators will apply.
All notices from one party to the other involving arbitration shall be considered to have been fully given when so served, mailed by first-class, certified or registered mail, or otherwise given by other commercially accepted medium of written notification.
In addition to the above provisions, if a party to this Agreement is or becomes a non-U.S. resident at the time of any controversy subject to this arbitration agreement, such party acknowledges and agrees to the following additional provisions:
1. The rules of the organization administering the arbitration specifically provide for the formal designation of the place at which the arbitration is to be held.
2. Entering into this Agreement constitutes consent to submit to the personal jurisdiction of the courts of the state of California, U.S.A., to interpret or enforce any or all of these arbitration provisions. Judgment on any arbitration award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be.
3. The exclusive language to be used by the parties and the arbitrators in the arbitration proceedings shall be English. Any party wishing an interpreter shall make all arrangements directly with the interpreter and shall assume all costs of the service.
4. If a party is a foreign government or state, state-owned or state-operated enterprise or other instrumentality of a foreign government or state, such party waives all rights of sovereign immunity and neither the Federal Act of State doctrine nor the doctrine of sovereign immunity shall apply insofar as any enforcement in courts located in the U.S.A. is concerned.
Customer Identification Program (CIP)
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all US financial institutions to obtain, verify and record information that identifies each individual or legal entity that opens an account or establishes a customer relationship with Arcview Capital, LLC (or the “firm”). Federal law also requires all US institutions to obtain, verify and record information that identifies beneficial owners of a legal entity that opens an account or establishes a customer relationship.
What this means for you: If you enter into a new customer relationship with Arcview, the firm will ask for your name, address, date of birth, identification number and other identification information. In addition, if you enter into a new customer relationship with Arcview on behalf of a legal entity, the firm will ask, where legally applicable, for the names, addresses, dates of birth, identification numbers and identification information of the beneficial owner(s) of the legal entity. This information will be used to verify your identity and, in the case of a legal entity customer, the identity of the beneficial owners. As appropriate, the firm may, at its
discretion, ask for additional documentation or information. If all documentation or information is not provided, the firm may be unable to open an account or establish a relationship with you.
Arcview Capital, LLC is committed to complying fully with all applicable laws and regulations relating to combating money laundering and any activity which facilitates the funding of terrorist or other criminal enterprises.
Regulations Crowdfunding (Reg CF) Investment Limits
Individual investors are limited in the amounts they are allowed to invest in all Reg CF offerings over a 12-month period.
If either an investor’s annual income or net worth is less than $107,000, then the investor’s investment limit is the greater of:
• $2,200 or
• 5 percent of the lesser of the investor’s annual income or net worth
If both annual income and net worth are equal to or more than $107,000, then the investor’s limit is 10 percent of the lesser of their annual income or net worth. During the 12-month period, the aggregate amount of securities sold to an investor through all Reg CF offerings may not exceed $107,000, regardless of the investor’s
annual income or net worth.
Private Placement Risk
Private placements are speculative investments in which an investor could potentially lose the entire investment. The risks associated with a private placement are stated in its private placement memorandum (“PPM”). Investors considering investing in a private placement should fully review the PPM, and if appropriate, consult a legal or financial professional prior to making an investment decision.
Securities Investment Protection Corporation (SIPC)
Arcview Capital, LLC is a SIPC member.