Terms of Service

Last Updated: January 15, 2025

1. Acceptance of Terms

By accessing or using nepestate's platform and services ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access the Service.

These Terms apply to all users of the Service, including:

2. Investment Disclaimers and Risk Acknowledgment

2.1 Investment Risks

YOU ACKNOWLEDGE AND AGREE THAT:

2.2 No Investment Advice

nepestate does not provide investment, legal, or tax advice. The Service is a platform connecting investors with operators. You should consult qualified professionals before making investment decisions.

2.3 Accreditation and Eligibility

Certain investments may be limited to accredited investors or qualified purchasers as defined by applicable securities laws. You represent that you meet all eligibility requirements for investments you participate in.

3. Account Registration and Security

3.1 Account Creation

To use certain features, you must register for an account providing accurate, current, and complete information. You must be at least 18 years old and legally capable of entering binding contracts.

3.2 Account Security

You are responsible for:

3.3 Identity Verification (KYC/AML)

You agree to provide documentation for identity verification including:

Failure to provide required documentation may result in account suspension or termination.

4. Operator Terms

4.1 Operator Responsibilities

Operators must:

4.2 Operator Representations

By listing a deal, operators represent and warrant:

4.3 Operator Vetting

While nepestate conducts basic verification, we do not guarantee operator performance or conduct extensive due diligence. Investors must perform their own assessment.

5. Investment Process

5.1 Expressing Interest

Expressing interest in a deal is not binding but may be shared with the operator. False or misleading expressions of interest may result in account termination.

5.2 Investment Commitment

Once you commit funds to a deal:

5.3 Deal Documents

Each investment involves separate legal documents (LLC agreements, subscription agreements, etc.) that govern that specific investment. These Terms are supplementary to, not a replacement for, deal-specific documents.

6. Clubs and Group Investments

6.1 Club Formation

Users may create clubs to organize group investments. Club creators become administrators with additional responsibilities.

6.2 Club Administrator Duties

Club administrators must:

6.3 Club Member Responsibilities

Club members acknowledge that:

7. Fees and Payments

7.1 Platform Fees

nepestate may charge:

All fees will be disclosed before transaction completion.

7.2 Payment Methods

We accept payments through approved providers. You are responsible for fees charged by your payment method provider.

7.3 Currency and Cross-Border Transactions

8. Prohibited Activities

You may not:

9. Intellectual Property

9.1 Platform Content

All platform content, features, and functionality are owned by nepestate and protected by intellectual property laws.

9.2 User Content

By posting content, you grant nepestate a worldwide, non-exclusive, royalty-free license to use, modify, and display such content for platform operations.

9.3 Operator Content

Operators retain rights to their deal information but grant nepestate license to display and distribute such information to potential investors.

10. International Considerations

10.1 Cross-Border Compliance

You are responsible for compliance with laws in:

10.2 Tax Obligations

You are solely responsible for:

10.3 Foreign Investment Restrictions

Some countries restrict foreign property ownership. You must verify your eligibility to invest in each jurisdiction.

11. Platform Limitations

11.1 Service Availability

11.2 Third-Party Services

We use third-party services for:

We are not responsible for third-party service failures or policies.

12. Liability Limitations

12.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEPESTATE SHALL NOT BE LIABLE FOR:

OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU TO THE PLATFORM IN THE TWELVE MONTHS PRECEDING THE CLAIM.

12.3 Indemnification

You agree to indemnify and hold harmless nepestate from claims arising from:

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of Delaware, USA, without regard to conflict of law principles.

13.2 Arbitration Agreement

Any disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association, except:

13.3 Class Action Waiver

You waive the right to participate in class actions, class arbitrations, or representative actions.

13.4 Dispute Notice

Before initiating arbitration, you must provide written notice to legal@nepestate.com and attempt good faith resolution.

14. Securities Law Compliance

14.1 Private Placements

Most investments on the platform are private placements exempt from registration under:

14.2 Transfer Restrictions

Investments typically cannot be transferred or sold without:

14.3 No Public Solicitation

Unless specifically permitted, do not publicly advertise or solicit for specific investment opportunities.

15. Data and Privacy

Your use of the Service is subject to our Privacy Policy. By using the Service, you consent to data handling as described in the Privacy Policy.

16. Termination

16.1 Termination by You

You may terminate your account at any time, but:

16.2 Termination by nepestate

We may suspend or terminate accounts for:

16.3 Effect of Termination

Upon termination:

17. Communications

17.1 Electronic Communications

By using the Service, you consent to receive electronic communications including:

17.2 Operator Communications

Operators may communicate directly with investors regarding specific deals.

18. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be notified via:

Continued use after changes constitutes acceptance of modified Terms.

19. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force.

20. Entire Agreement

These Terms, along with our Privacy Policy and deal-specific documents, constitute the entire agreement between you and nepestate.

21. Special Provisions by Jurisdiction

21.1 United States

21.2 Nepal

21.3 Colombia

21.4 United Arab Emirates (Dubai)

22. Contact Information

For questions about these Terms:

Email: legal@nepestate.com
Support: support@nepestate.com
Mailing Address:
nepestate, Inc.
[Address Line 1]
[City, State ZIP]
[Country]

23. Acknowledgments

BY CLICKING "I AGREE" OR USING THE SERVICE, YOU ACKNOWLEDGE THAT:

These Terms of Service are effective as of January 15, 2025