Deal Room NY, LLC
Terms and Conditions
The Terms and Conditions of Deal Room LLC are stated below.
1. Purpose. The purpose of Deal Room is to provide and foster a community (the “Community”) of members (“DR Members”) to share and evaluate opportunities with capital, connections, and expertise. The Community shall meet on a formal and informal basis to identify investment, philanthropic and leadership opportunities which may include, but is not limited to, monthly discussions, facilitated introductions, intimate member gatherings and educational opportunities.
2. Annual Fee: Deal Room charges an annual membership fee of $5000. This fee must be paid every year. Deal Room reserves the right to increase the price of the membership fee.
3. Community Meetings. Deal Room will host periodic Community meetings (which are anticipated to occur monthly but which may occur more or less frequently at the discretion of Deal Room) (“Community Meetings”), at which investment opportunities (“Investment Opportunities”) and philanthropic opportunities (“Philanthropic Opportunities”, and together with the Investment Opportunities, the “Opportunities”) will be presented to the Community. The number and type of Opportunities presented at each Community Meeting is at Deal Room’s sole discretion.
4. Investment Opportunities.
a. The Investment Opportunities presented at Community Meetings will be curated by a committee of DR Members (the “Member Committee”) chosen by Deal Room. The Member Committee shall have the sole discretion, in accordance with the policies and procedures adopted by Deal Room from time to time, to filter Investment Opportunities and determine whether an Investment Opportunity is appropriate to be presented at a Community Meeting1. DR Members may suggest Investment Opportunities to the Member Committee for its consideration.
b. If an Investment Opportunity is selected to be presented at a Community Meeting or if a group of DR Members desires to invest in an Investment Opportunity, Deal Room may, but is not obligated to, provide the DR Members with materials and background information it received regarding the Investment Opportunity (collectively, “Investment Background Information”). Deal Room will not provide a recommendation to the Member on whether or not to make an investment in any Investment Opportunity. Deal Room takes no responsibility for, and the Member may not rely on, the Investment Background Information. The Member will remain solely responsible to review, evaluate and make its own decision on whether to invest in a particular Investment Opportunity.
c. Deal Room may, for the convenience of the DR Members, provide structuring and investment vehicles to be used if the DR Members ultimately decide to make an investment in an Investment Opportunity. Deal Room will not receive a fee related to such transactions.
5. Philanthropic Opportunities.
a. The Philanthropic Opportunities presented at Community Meetings will be curated by a committee of DR Members (the “Philanthropic Committee”) chosen by Deal Room. The Philanthropic Committee shall have the sole discretion, in accordance with the policies and procedures adopted by Deal Room from time to time, to filter Philanthropic Opportunities and determine whether a Philanthropic Opportunity is appropriate to be presented at a Community Meeting. DR Members may suggest Philanthropic Opportunities to the Philanthropic Committee for its consideration.
b. If a Philanthropic Opportunity is selected to be presented at a Community Meeting, or if a group of DR Members desires to make a gift to a Philanthropic Opportunity, Deal Room may, but is not obligated to, provide the DR Members with materials and background information it received regarding the Philanthropic Opportunity, (collectively, “Philanthropic Background Information”, and together with the Investment Background Information, the “Background Information”). Deal Room will not provide a recommendation to the Member on whether or not to make a gift to the Philanthropic Opportunity. Deal Room takes no responsibility for, and the Member may not rely on, the Philanthropic Background Information. The Member will remain solely responsible to review, evaluate and make its own decision on whether to make a gift to a particular Philanthropic Opportunity.
6. Representations, Warranties and Acknowledgements of Member. The Member represents, warrants, covenants and acknowledges as of the date hereof and through and including the term of this Agreement as follows:
a. The Member hereby understands that any Opportunities, and any summaries, analyses, reports or other information, including Background Information, shared by shared by or on behalf of Deal Room or the DR Members, are provided to the Member as a courtesy only. The Member is responsible for reviewing and analyzing any of the foregoing and understands that Deal Room will not provide recommendations that may be specific to the Member’s investing profile. The Member is fully responsible for its own evaluation of such Opportunities and the decision to invest in or make gifts to such Opportunities, and does so at its own risk. There can be no assurance that any of the Member’s investment or gift objectives will be achieved, or that a Member will receive a return of capital. The decision to invest or make a gift should be considered carefully and the Member should consult their own financial, legal and tax advisors when evaluating an Opportunity before making a decision to invest in or make a gift to the Opportunity. Deal Room assumes no liability for any financial decisions made by the Member.
b. The Member hereby understands none of membership in Deal Room, participation in Deal Room activities or receipt of any Background Information constitutes an offer to sell or a solicitation of an offer to buy any security. An offering of securities, if any, will be made pursuant to definitive offering documents provided by the sponsor of the applicable Opportunity or independent third party with no affiliation to Deal Room.
c. The Member represents and warrants that the Member (i) is a sophisticated investor with the knowledge and experience in business and financial matters to enable the Investor to evaluate the merits and risks of an investment in or gift to the Opportunity, (ii) is able to bear the economic risk and lack of liquidity of an investment in any investment it chooses to invest in or gift it chooses to make and (iii) is able to bear the risk of loss of its entire investment in any Opportunity. The Member is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933.
d. The Member understands and acknowledges that Deal Room is not required to be, and is not registered, as an investment adviser with the related U.S. Securities and Exchange Commission (the “SEC”) or a broker-dealer with the SEC, any state securities authority, or any self-regulatory organization, such as FINRA, and is not required to be and is registered under the Investment Company Act of 1940. Members will not benefit from the protections contained in the Investment Advisers Act of 1940, the SEC rules and regulations or the Invesment Company Act of 1940.
7. Confidentiality.
a. The Member acknowledges that during the term of this Agreement, Deal Room may disclose Confidential Information (defined below) to the Member. The Member agrees to maintain the confidentiality of Confidential Information and not to disclose it to any third party, or use it for any purpose other than in furtherance of Deal Room activities, without the prior written consent of Deal Room. The obligation to maintain confidentiality shall survive the termination of this Agreement. Notwithstanding the foregoing, the Member may disclose Confidential Information to its attorneys, accountants, and advisers on a need-to-know basis, provided that such persons are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. The Member shall ensure that any such disclosure is limited to the extent necessary for the performance of such persons’ professional services and shall remain responsible for any unauthorized use or disclosure of the Confidential Information by such persons.
b. “Confidential Information” shall mean any and all confidential or proprietary information disclosed by or on behalf of Deal Room or any DR Member, whether orally, in writing, electronically, or in any other form, that relates to actual or potential Opportunities, investment or philanthropy ideas, contacts, or any other information that a reasonable person would understand to be confidential in nature. This includes, but is not limited to, business strategies, financial data, proprietary processes, member lists, and any other information that is marked or otherwise identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include information that (i) is or becomes publicly known through no wrongful act of the Member; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the Member without use of or reference to the Confidential Information.
8. Termination of Membership. The Member may voluntarily withdraw from membership in Deal Room at any time by providing written notice to Deal Room. The Member’s membership may be terminated by Deal Room at any time for cause, including but not limited to failure to pay the Membership Fee in accordance with Section 2, consistent disruptive behavior, or violation of any provision of this Agreement. The Membership Fee will not be refunded upon termination.
9. Exculpation. Notwithstanding any other provision to the contrary contained in this Agreement, none of Deal Room or any of its affiliates, or its or their officers, directors, equityholders, managers, employees or service providers or any member of the Member Committee, Philanthropic Committee or any other committee formed by Deal Room or its affiliates or in furtherance of Deal Room activities (collectively, the “Covered Persons”) shall be liable, responsible, or accountable in damages or otherwise to the Member or any of its affiliates, or its or their successors or assigns, or any officer, director, equityholder, manager, employee or service provider of the foregoing (collectively, the “Member Parties”) for any loss, claim, damage, cost, liability, or expense (each, a “Loss”) incurred by reason of or caused by any act or omission by any of the Covered Persons arising out of, in connection with or relating to the Member’s membership in Deal Room, whether alleged to be based upon or arising from errors in judgment, negligence, or breach of duty (including alleged breach of any duty of care or duty of loyalty or other fiduciary duty). Without limiting the foregoing, no Covered Person shall in any event be liable to any Member Party for (A) the failure to take any action not specifically required to be taken under the terms of this Agreement, (B) any action or omission taken or suffered by any Covered Person that is permitted but not required to be taken or suffered by any Covered Person under the terms of this Agreement, or (C) any mistake, misconduct, negligence, dishonesty or bad faith on the part of any employee or other agent of Deal Room appointed in good faith any manager or officer of Deal Room. Deal Room may, but is not required to, provide for the limitation of liability of individuals or entities to whom management authority is delegated, which limitation of liability must be in writing in order to be effective.
10. Indemnification. To the maximum extent not prohibited by applicable law, the Member agrees to indemnify, defend and hold harmless each Covered Person from and against any and all Losses, relating to, in connection with, or arising out of (i) any breach of any representation, warranty or certification, or any breach of or failure to comply with any covenant or undertaking, made by or on behalf of the Member in this Agreement or in any other document furnished by or on behalf of the Member in connection with being a DR Member or an Opportunity or (ii) any action instituted by or on behalf of the Member against a Covered Person that is finally resolved by judgment against the Member or in favor of a Covered Person. Each Covered Person is an intended third party beneficiary hereof. The remedies provided in this section shall be cumulative and shall not preclude the assertion by any Covered Person of any other rights or the seeking of any other remedies against the Member.
11. Governing Law and Venue. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws principles that would apply the laws of another jurisdiction. Any action or proceeding to enforce this Agreement shall be brought in any state or federal court located in New York County, State of New York, and each party irrevocably submits to the jurisdiction of such courts.
12. Amendment. This Agreement may only be amended, modified, or supplemented by a written agreement signed by duly authorized representatives of both parties.
13. Miscellaneous.
a. This Agreement constitutes the entire understanding between the Member and Deal Room and supersedes any prior agreements or understandings, oral or written, related to the subject matter hereof.
b. Each provision of this Agreement shall be considered severable. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
c. Except as expressly provided herein, there are no third party beneficiaries of this Agreement.
d. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all of such counterparts together shall constitute one agreement. Each party hereto agrees that this Agreement may be electronically signed, and to the extent the Agreement is signed and delivered by means of electronic transmission, it will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.