Terms of Service
MAIN STREET SECURITIES LLC (“MAIN STREET“, “WE“, “US“, “OUR“ AND THE “COMPANY“) IS A WHOLLY OWNED SUBSIDIARY OF PINE STREET LABS, INC. (“MAIN STREET PARENT“), AND AN SEC-REGISTERED BROKER-DEALER AND MEMBER OF FINRA AND SIPC.
MAIN STREET ACTS AS PLACEMENT AGENT IN CONNECTION WITH ANY PROPOSED PRIVATE PLACEMENT LISTED ON THE ONLINE PLATFORM LOCATED ON THE WEBSITE HOSTED BY MAINSHARES LLC (“MAINSHARES”) AT HTTPS://MAINSHARES.COM/ (THE “MAINSHARES PLATFORM“). THE MAINSHARES PLATFORM HOSTS THE ACTIVITIES OF A PRIVATE PLACEMENT INVESTMENT PORTAL (THE “INVESTMENT PORTAL‘’), OPERATED BY MAIN STREET.
THE TERMS OF SERVICE SET FORTH BELOW (“TERMS“) GOVERN YOUR USE OF THE SERVICES OFFERED BY MAIN STREET (THE “SERVICES“). THESE TERMS ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND SERVICES RELATING TO THE SERVICES.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICES. YOUR USE OF THE SERVICES SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.
YOU AGREE THAT MAIN STREET MAY MAKE CHANGES TO THE TERMS AND SERVICES OFFERED AT ANY TIME.
WE WILL NOTIFY YOU OF ANY SUCH MATERIAL REVISIONS, BUT YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE SERVICES AND THE ASSOCIATED SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES TO THE TERMS.
ALL TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANING ASSIGNED TO THEM IN THE MAINSHARE’S TERMS OF SERVICE OR PRIVACY POLICY.
Table of Contents
- Services
- Fees
- Indemnification
- Limitation of Liability
- Main Street Binding Arbitration
- Main Street Business Continuity Plan (BCP)
- Main Street Customer Relationship Summary (CRS)
None of the information contained on the Mainshares Platform or within the Investment Portal constitutes a recommendation by Main Street, Mainshares, or its affiliates to buy or sell any securities, futures, options, or other financial instruments or other assets or provide any investment advice or service.
The information contained on the Investment Portal has been prepared without reference to any particular user’s investment requirements or financial situation. The information and services provided on the Investment Portal is not provided to, and 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 regulatory or self-regulatory organization or where we are not authorized to provide such information or services. Some products and services described in the Investment Portal may not be available in all jurisdictions or to all customers.
Unless otherwise required by law, Main Street retains sole discretion to reject or accept any application from any potential Issuer or Investor to participate in the Investment Portal, for any reason or no reason at all.
1. Services
Main Street will assist entrepreneurs in structuring the capital raise required to finance the purchase of a small business (“Capital Services“). Main Street will collaborate closely with you to identify potential Investors suitable for your small business, which may include silent partners or local strategic investors with industry experience. Main Street will work alongside you to collect equity commitments from investors, essential for securing financing and successfully closing the deal. Main Street will prepare the necessary regulatory filings, including a Regulation D offering, and handle the required Securities and Exchange Commission (SEC) submissions for your private placement.
Main Street will utilize its best efforts to identify potential Investors aligned with Your business goals and requirements. However, Main Street does not guarantee the availability of specific investors or the success of securing investments from any particular party.
Although our team is available 24/7 to support You in Your business Capital Services endeavors, we do not guarantee the success of any Capital Services You undertake. Our Capital Services are meant to assist and facilitate the process, but the ultimate outcome depends on various factors beyond our control.
2. Fees
Main Street is compensated for the placement services by the Issuers with which Main Street will work with, typically in the form of a percentage of the investment amount raised. Investors will not pay any fees to us. However, Investors may be subject to fees charged by the Issuers that Investors invest in. Investors should carefully review the offering documents for the Issuers, to ensure that Investors understand any fees owed. Investors may pay fees and costs whether such Investor makes or loses money on their investment(s). Fees and costs will reduce any amount of money an Investor makes on their investment over time.
The way Main Street makes money creates some conflicts with Investors’ interests. Investors should understand and ask Main Street about these conflicts as they may affect the Services Main Street provides to Investors.
3. Indemnification
You agree to indemnify, defend and hold harmless Main Street, its subsidiaries, affiliates, officers and employees (the “ Main Street Indemnified Parties”) from any claim or demand, including reasonable attorneys’ and experts’ fees and costs, arising out of your use of the website, Mainshares Platform and/or Investment Portal (including information made available to you through the Mainshares Platform and/or Investment Portal), or the violation of these Terms, including any breach of your covenants or agreements hereunder. The Main Street Indemnified Parties reserve the right, at their own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you based on a third-party claim and, in such case, you agree to cooperate with the Main Street Indemnified Parties in the defense of such matter.
4. Limitation of Liability
You expressly understand and agree that, to the full extent permitted by applicable laws, in no event will Main Street be liable for damages, losses and expenses of whatever nature and however arising, including without limitation direct or indirect, special, incidental, consequential, exemplary or punitive damages, losses or expenses, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible loss, arising in connection with the Mainshares Platform, the Investment Portal, or use thereof or inability to use by any party, or in connection with any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Main Street or its representatives are advised of the possibility of such damages, losses or expenses.
Hyperlinks to or from other internet resources are accessed at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements; the content, accuracy, opinions expressed and Main Street does not endorse other links provided by these resources. This limitation of liability applies whether the alleged liability is based on contract, negligence, tort, strict liability or any other basis. Your sole remedy for dissatisfaction with the Mainshares Platform, Investment Portal, and/or information contained on the Mainshares Platform or Investment Portal is to stop using the Services. In the event that the foregoing disclaimer of liability is held to be invalid or unenforceable, you agree that the maximum cumulative aggregate liability of Main Street to you for all damages, losses, and causes of action (whether in contract, tort (including, without limitation, negligence and strict liability), or otherwise) at any time shall be the lesser of USD$100 or the aggregate cumulative amount paid by you to Main Street up to and including the time of the incurrence of such liability, if any, to access the Mainshares Platform and/ or Investment Portal. You agree that any cause of action arising out of or related to the Mainshares Platform and/ or Investment Portal must commence within one (1) year after the cause of action accrues or the cause of action is permanently barred.
5. Main Street Binding Arbitration
If you and Main Street are unable to resolve a dispute through informal negotiations, either you or the Company may elect to have the dispute finally and exclusively resolved by binding arbitration in accordance with the rules of FINRA DR. Any election to arbitrate by one party shall be final and binding on the other. You hereby agree to arbitrate any controversy or claim before FINRA DR in the State of Delaware YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
6. Main Street Business Continuity Plan (BCP)
Please view our Business Continuity Plan.
7. Main Street Customer Relationship Summary (CRS)
Please view our Form CRS.
These Terms may be updated from time-to-time, so please check back regularly for updates.
