Terms and Conditions of Use
Welcome to www.blockforcecapital.com. This website is owned and operated by Reality Shares, Inc. dba Blockforce Capital. (“Blockforce Capital,” “Blockforce,” “we,” “us,” or “our”). This Terms and Conditions of Use (“Agreement”) is a binding contract between you, an individual user (“you” or “your”), and Blockforce Capital governing your use of www.blockforcecapital.com and any other websites and/or online services or properties owned and operated by Blockforce Capital (collectively, the “Services”). BY ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU MAY NOT USE THE SERVICES. If you are accessing the Services on behalf of a business or corporate entity (“Organization”), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, “you” and “your” in this Agreement will refer to the Organization.Material Terms. You understand and acknowledge the following:
- You may not copy, reproduce, republish, upload, post, transmit, or distribute in any way material from this website in any manner inconsistent with the purposes for which it is offered by Blockforce Capital to its clients, prospective clients, or members of the public.
- You may not without Blockforce Capital’s express written permission, copy, modify or display Blockforce Capital’s name or logo, or any text, graphic images, or other content from the Blockforce website. (To obtain express written permission, please click on Contact Us to reach the appropriate parties.)
- To the fullest extent permitted by law, the Services are provided “as is” without warranties of any kind and Blockforce’s liability to you is limited to fullest extent permitted by law.
Changes to this Agreement. You understand and agree that Blockforce may change this Agreement at any time without prior notice; provided that Blockforce will endeavor to provide you with prior notice of any material changes. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Services. The revised Agreement will become effective at the time of posting. Any use of the Services after such date will constitute your acceptance of such revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop accessing, browsing, and otherwise using the Services. The terms of this Agreement will govern any updates Blockforce provides to you that replace and/or supplement any portion of the Services, unless the upgrade is accompanied by a separate license or revised Agreement, in which case the terms of that license or revised Agreement will govern. Notwithstanding the preceding sentences of this Section, no revisions to this Agreement will apply to any dispute between you and Blockforce that arose prior to the effective date of such revision.
Consideration. You understand and agree that this Agreement is entered into in consideration of your use of the Services and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
Eligibility. THE SERVICES ARE NOT FOR PERSONS UNDER THE AGE OF 18 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY BLOCKFORCE. IF YOU ARE UNDER 18 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SERVICES AT ANY TIME OR IN ANY MANNER. By accessing or using the Services, you affirm that you are at least 18 years of age.
No Solicitation. Nothing on the Services shall be considered a solicitation or offer to buy or sell any security, future, option or other financial instrument or to offer or provide any investment, tax, financial or legal advice or service to any person in any jurisdiction. The views expressed represent the opinions of Blockforce Capital and are not intended as a forecast, a guarantee of future results, investment recommendations, or an offer to buy or sell any securities. Past performance is no guarantee of future results. If you wish to obtain further details about any information contained on the Services, please Contact Us. The views expressed on the Services were current as of the date indicated and are subject to change or additional information could cause such views to change.
Exchange Traded Funds. Nothing on the services shall be considered a solicitation or offer to buy or sell or provide any investment advice regarding any Reality Shares Exchange Traded Fund (“ETF”) to any person in any jurisdiction. With regards to Reality Shares ETFs, Reality Shares Advisors, LLC, an SEC-registered investment adviser (SEC # 801-78878) and wholly owned subsidiary of Blockforce Capital, is the Investment Advisor. SEC registration as an investment advisor does not imply any level of skill or training, or any sort of endorsement by the SEC. ALPS Distributors, Inc., is the Distributor for the ETFs. ALPS Distributors, Inc. is not affiliated with Reality Shares Advisors, LLC or Blockforce Capital. Carefully consider the investment objective, risks, charges and expenses before investing in Reality Shares ETFs. The ETFs may have relatively high concentrations of assets in a single or small number of issuers, which may reduce their diversification and result in increased volatility. Investments in securities of foreign issuers involve risks not ordinarily associated with investments in securities and instruments of U.S. issuers, including risks related to political, social and economic developments abroad, differences between U.S. and foreign regulatory and accounting requirements, tax risks, and market practices, as well as fluctuations in foreign currencies. Investments in mid-cap securities involve additional risks such as limited liquidity and greater volatility than larger companies. This and other important information can be found in the Fund's prospectus, which may be obtained by calling 855-595-0240 or by visiting www.realityshares.com. Please read the prospectus carefully before investing.
Private Investment Products. Nothing on the services shall be considered a solicitation or offer to buy or sell or provide any investment advice regarding any private investment products (“Private Funds”) to any person in any jurisdiction. Any such offer or solicitation would be made solely through definitive offering documents, identified as such, which will contain material information about each Private Fund's investment objectives and terms and conditions of an investment and may also describe risks and tax information related to an investment therein and which qualifies in its entirety the information set forth on the Services. Blockforce Private Funds have not been registered under the Securities Act of 1933, the securities laws of any state or the securities laws of any other jurisdiction, nor is such registration contemplated. The Interests are be offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made. The offer and sale of the Interests have not been registered with or approved or disapproved by the Securities and Exchange Commission (the “SEC”) or the securities commission or regulatory authority of any state or foreign jurisdiction. Private Fund investments involve significant risks, including loss of entire investment and are suitable only for sophisticated accredited investors.
External Sites. The Services may contain links to or integration of third-party websites or services (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by Blockforce of the content on or the operators of such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Blockforce is not responsible for the content of any linked External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk. You agree that Blockforce will have no liability to you arising from your use, engagement, exposure to, or interaction with any External Sites.
Dispute Resolution. In the interest of resolving disputes between you and Blockforce in the most expedient and cost effective manner, you and Blockforce agree that any dispute arising out of or related to this Agreement or your use of the Services will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND BLOCKFORCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
Exceptions. Notwithstanding the paragraph above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
Arbitrator. Any arbitration between you and Blockforce will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Blockforce. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or email (“Notice”). Blockforce’s address for Notice is: Reality Shares, Inc. dba Blockforce Capital, 402 W Broadway, Ste 2800, San Diego, CA 92101. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Blockforce may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Blockforce must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
Fees. If you commence arbitration in accordance with this Agreement, Blockforce will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Diego, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Blockforce for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND BLOCKFORCE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Blockforce agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if Blockforce makes any future change to this arbitration provision, other than a change to Blockforce’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to Blockforce’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Blockforce.
Enforceability. If the No Class Action Section above is found to be unenforceable or if the entirety of this Dispute Resolution Section is found to be unenforceable, then the entirety of the Dispute Resolution Section will be null and void.
Limitation of Liability and Disclaimer of Warranties. THE PROVISIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
BLOCKFORCE, ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, “BLOCKFORCE PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICES AND ANY CONTENT AVAILABLE ON THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY THEREOF. BLOCKFORCE PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU, OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU USE THE SERVICES AND ANY CONTENT AT YOUR OWN RISK.
BLOCKFORCE PARTIES DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR FREE, OR THAT THE SERVICES AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO BLOCKFORCE PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, BLOCKFORCE PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL ANY BLOCKFORCE PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICES AND ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH BLOCKFORCE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLOCKFORCE’S LIABILITY, AND THE LIABILITY OF ANY OTHER BLOCKFORCE PARTIES, TO YOU OR ANY THIRD-PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.
Third Party Disputes. BLOCKFORCE IS NOT AFFILIATED WITH ANY SERVICE PROVIDER, OR OTHER THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY SERVICE PROVIDER, THIRD PARTY SERVICE, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICES, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE BLOCKFORCE PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Blockforce Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of Blockforce Content or the Services. Blockforce will provide notice to you of any such claim, suit, or proceeding. Blockforce reserves the right to, at your expense, assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Blockforce’s defense of such matter. You shall at all times have the option to participate in any matter or litigation other than those governed by the Dispute Resolution Section of this Agreement, including, but not limited to, participation through counsel of your own selection, if desired, at your own expense.
Termination of this Agreement. Blockforce reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services at any time and for any reason without prior notice or liability. Blockforce also reserves the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability. Your acceptance of this Agreement survive the termination of this Agreement indefinitely, or to the fullest extent permitted by law.
Miscellaneous. This Agreement is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. Except as expressly set forth elsewhere in this Agreement, you expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in San Diego County, California. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Blockforce as a result of this Agreement or use of the Services. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Blockforce to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Blockforce unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Blockforce and you, this Agreement constitutes the entire agreement between you and Blockforce with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. Blockforce may assign this Agreement, including all its rights hereunder, without restriction. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without the prior express written consent of Blockforce.
When We Collect Your Information
When Submitting an Information Request. If you submit an Information Request through the Services, then you may provide us with certain information, including, but not limited to, your name, country, email address, investor accreditation status, etc.
Communications. If you contact us directly, we may receive additional information about you. For example, when you contact us through our general email address or on-line form, we may receive your name, email address, phone number, the contents of a message or attachments that you may send to us, and other information you choose to provide.
Location Information. We collect and store your location information if you enable your device to send it to us, such as by use of geolocation features in the device(s) through which you access the Services, or by inference from other information we collect (for example, your IP address indicates the general geographic region from which you are connecting to the Internet).
Cookies, Automatic Data Collection, and Related Technologies. The Service collects and stores information that is generated automatically as you use it, including your preferences and anonymous usage statistics.
When you visit the Services, we and our third-party service providers receive and record information on our server logs from your browser, including your IP address, and from cookies and similar technology. Our service providers may collect information about your online activities over time and across different online services. Cookies are small text files placed on your computer browser when you visit a website. Most browsers allow you to block and delete cookies. However, if you do that, then the Services may not work properly.
By using the Services, you are authorizing us to gather, parse, and retain data related to the provision of the Service.
How Blockforce Uses Your Information
Internal and Service-Related Usage. We use information, including unique identifiers and your location for internal and service-related purposes, such as data analytics, and may share this information with service providers to allow us to provide, maintain, and improve the Services.
Communications. We may send email to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, system maintenance, or to inform you about additional products or services that may be of interest to you.
Aggregate Data. We may anonymize and aggregate data collected through the Services and use it for any purpose.
Legal Rights. We may use the information collected through the Services to enforce our Terms or other legal rights.
What Information We Disclose
We do not disclose the non-public personal information we collect about our customers to anyone except: (i) in furtherance of our business relationship with them and then only to those persons necessary to effect the transactions and provide the services that they authorize (such as broker-dealers, custodians, etc.); (ii) to persons assessing our compliance with industry standards (e.g., professional licensing authorities, etc.); (iii) our attorneys, accountants, and auditors; or (iv) as otherwise provided by law.
We may also disclose your information with your permission.
Security of your information
Do Not Track
Some web browsers incorporate a “Do Not Track” feature. Because there is not yet an accepted standard for how to respond to Do Not Track signals, our website does not currently respond to such signals.
By using the Services or providing information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Services or sending an e-mail to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please notify us at email@example.com.
We do not knowingly collect, maintain, or use personal information, as defined by the Federal Trade Commission’s Children’s Online Privacy Protection Act (“COPPA”) Rule, from children under 13 years of age, and no part of the Service is directed to children under the age of 13. If we learn that we have collected any personal information from children under 13, then we will promptly take steps to delete such information and terminate the child’s account.