Introduction
UnifiedMarkets (“UM”) is a unique worldwide membership community and network of buyers and sellers of financial and business assets and debt (“Members"), as well as providers of related professional and other services listed in the UM Service Providers Registry (“Service Providers). The Membership Rules ("Rules") require honest, ethical and legal communications among Members and also between Members and Service Providers. The value of UM services is enhanced by such communications.
Anonymous and confidential discussions and price discovery in UM Discussion Rooms regarding a Member’s posting of an Indication of Interest (“IOI”) may be viewed by some as an opportunity for abuse, since UM does not investigate or assume any responsibility whatsoever for the content of Members' postings or for verification of Members' identities, although it does provide its Members with access to third party verification services.
Also, Members must effect all transactions related to their UM postings offsite and Members are strongly encouraged to process all such related transactions through licensed settlement agents - this requirement and recommended method of execution provides an opportunity for asset and counterparty identity verification and any additional due diligence a Member may deem appropriate prior to completion of a transaction.
Access to UM services is a privilege, not a right. Access will be denied to anyone who is believed to have engaged in dishonest, unethical or illegal behavior, as determined in the sole and absolute discretion of UnifiedMarket Worldwide, LLC.
The Member Rules provide general guidance for required conduct while utilizing UM services. The Rules do not represent an exhaustive list of acceptable and non-acceptable actions. They are not a substitute for, or in any way qualify, the Rules' fundamental standards of honesty, integrity and full compliance with all applicable laws and regulations. Failure to comply with the Rules, or with these global standards of conduct, will result in suspension or revocation of UM participation privileges.
Rules
I. TERMS OF USE
Members and Service Providers accept and agree to comply with the UM Terms of Use, as may be amended from time to time. Members and Service Providers are encouraged to read the Terms of Use in their entirety.
II. PRIVACY POLICY
UM has established a privacy policy with regard to its treatment of Members’ personal information or personalized data. Members and Service Providers are encouraged to read the Privacy Policy in its entirety.
III. ACCURACY OF INFORMATION PROVIDED TO UNIFIEDMARKET
Members and Service Providers will provide personal and business information to UM in the membership application and also as may be additionally requested by UM from time to time. All information posted on UM by Members and Service Providers must be current, accurate and not misleading. If at any time a Member or Service Provider learns that any information provided to, or posted on, UM by any Member or Service Provider is inaccurate or misleading, such Member or Service Provider will immediately report that fact to UM and, if such information is the responsibility of the reporting Member or Service Provider, will immediately provide or post appropriate corrected information.
IV. NO TRANSACTIONS ON UNIFIEDMARKET
UM is provided for information sharing and discussion purposes only. All transactions that may result from IOI postings by Members must be effected (i.e., confirmed and executed) away from UM. The confirmation or execution of transactions on UM is strictly prohibited. UM Members are strongly encouraged to execute transactions only through duly licensed settlement agents; and to also take into account regulatory and tax considerations that may be applicable in regards to IOI posting(s) and transactions that may be effected as a result of IOI postings.
V. PARTICIPANT CATEGORIES / PRIVILEGES / INFORMATION REQUIREMENTS
UM has two (2) participant categories: Members and Service Providers (collectively, "UM Participants").
As a part of the confidential online application process, applicants can elect to become Members and/or list as a services provider in the UM Registry. The access and use privileges for Members and Service Providers are disclosed on UM. See "Member Area/Membership Services".
In their UM applications, Members are required to provide only a minimum level of personal, business and contact information. However, if a Member applicant wishes to elect to certify additional information and representations in the application regarding financial qualifications [i.e., Qualified Institutional Buyer, Institutional Investor, Accredited (non-retail)Investor, licensed securities agent or dealer, business broker, etc.], then that additional information and other information about the Member such as legal residence or domicile will be relied on by UM and other Members for purposes of allowing or restricting that Member from being able to (a) view a posted IOI or (b) receive UM search engine results for that posted IOI.
Each time a Member or Service Provider enters a user name and password at unifiedmarkets.com, it constitutes a representation that all the contact and other information that Member or Service Provider has most recently certified to UM (collectively, the "Information") continues to be true and accurate. In the event there is a change of Information, the Member or Service Provider will immediately notify UM of the change in the Information.
VI. VALID EMAIL ADDRESS
Members and Service Providers will keep a valid email address on file with UM at all times. The email addresses provided to UM by Members and Service Providers must be monitored by them on a regular basis.
VII. REQUESTS FOR ADDITIONAL INFORMATION
UM may from time to time request that Members and Service Providers provide additional information. They will timely reply to such information request with true, accurate, complete and non-misleading responses. Members and Service Providers will submit their responses to UM as promptly as possible, but in no event later than the time stated in the information request.
VIII. COMPLIANCE WITH LEGAL REQUIREMENTS
Members and Service Providers will utilize UM services in compliance with applicable laws, rules and regulations. Also, they will not utilize UM services in any manner or for any purpose that would violate a ruling or order of a court of competent jurisdiction.
IX. CAPACITY, HONORABLE INTENTIONS & SERVICES
Members will restrict their activities on UM to postings in which the Member has a bona fide interest and has transaction performance capability. For example, a Member will not post information on UM to buy or sell fictitious financial instruments or business assets that the Member is not then legally allowed to post as a principal or authorized agent; also, a Member whose governing documents restrict it from owning certain types of financial or business assets respond to a seller's IOI posting seeking a buyer for such assets.
Service Providers will render their services in accordance with high ethical and performance standards.
X. MEMBERS & LSP ARE ACCOUNTABLE AND RESPONSIBLE FOR THEIR ACTIONS
Members and Service Providers acknowledge that UM does not solicit specific postings or service provider listings for UM, nor does UM review, authorize or comment on any specific postings or listings. UM is not responsible for, and makes no representations or warranties with respect to, the content or accuracy of any information posted by Members or Service Providers. Members are fully and exclusively responsible and accountable for their postings and other activities on UM, including interactions with Service Providers, and for any related transaction activities in which they subsequently elect to engage in away from UM.
XI. ACCOUNT INFORMATION
Members and Service Providers are responsible for and will take care to protect the confidentiality of their assigned username and password. Members and Service Providers will not share their username and password with others and under no circumstances will they permit others to use their account information to access UM.
XII. ACCESS TO UNIFIEDMARKETS
UM is designed to be fully operational and accessible to UM participants 24 hours a day, 7 days a week. However, maintenance must be performed periodically to ensure stability of UM operations and to provide enhanced services. Some of these maintenance activities may occasionally result in service interruptions. UM makes no guarantee that its services will be continuous as there inevitably will be service interruptions. Members and Service Providers acknowledge and agree that UM assumes no liability for any damages resulting from any service interruptions.
XIII. DECENT COMMUNICATIONS
Members and Service Providers will not post profane, vulgar or misleading language on UM. This includes the use of racist, sexual, obscene or offensive language.
Last updated: July 23, 2008
