Kimberlite Technology, Inc., a Delaware corporation (together with its affiliates, collectively “Kimby”) operates a website at www.kimby.io (the “Site”). All persons using the Site expressly agree to the foregoing disclaimer as a precondition to using this Site for any purpose whatsoever.
Kimby is not registered, licensed, or supervised as a broker-dealer or investment adviser by the SEC, the Financial Industry Regulatory Authority (FINRA), or any other financial regulatory authority licensed to provide any financial advice or services. Also, Kimby is not providing brokerage, investment banking, or underwriting services, recommendations, or investment advice to any person and does not provide any cryptocurrency services.
Kimby may conduct private placements according to Rule 506(c) of Regulation D of the Securities Act. Such private placements are intended for accredited investors who understand that they are not publicly tradable, are subject to holding periods, may be illiquid, can lead to a total loss of capital invested, and contain other risks.
Any private security investment contains a high degree of risk, including total loss of capital. Therefore, before investing, you should conduct your investigation and analysis; carefully consider the investment and all related expenses, uncertainties and risks; and consult with your investment, tax, financial, and legal advisors.
The website may contain forward-looking statements or projections. Still, the attainment of any such projections, estimates, or forward-looking statements cannot be guaranteed, will not be updated by us, and should not be relied upon. You acknowledge that our website may contain information regarding historical performances, historical data, past price trends, and data comparisons, which are not necessarily correct or indicative of future performances or returns.
Information on this website is not an offer for solicitation of interest in any specific securities offering, nor does it constitute an offer to provide investment advisory or other services by Kimby.
Regulation D is a securities offering exempt from registration with the SEC, sometimes referred to as a private placement. Kimby may conduct private placements according to Rule 506(c) of Regulation D of the Securities Act. Such securities are not publicly tradable, are subject to holding periods transfer restrictions, may be illiquid, and contain significant risks.
Only accredited investors, based on SEC Rule 501, may invest in Rule 506(c) offering because such investments, like any investment, can carry significant risks, including loss of ALL capital invested.
In a Regulation D 506(c) offering, we are required to take reasonable steps to verify your accredited investor status. YOU MUST COMPLETE A VERIFICATION PROCESS TO BE VERIFIED AS AN "ACCREDITED" INVESTOR. YOU WILL BE REQUIRED TO CERTIFY THAT YOU ARE AN ACCREDITED INVESTOR AND WILL BE REQUIRED TO PROVIDE SENSITIVE DOCUMENTATION PROVING ACCREDITATION FOR VERIFICATION PURPOSES, SUCH AS W-2s, TAX RETURNS, BANK AND BROKERAGE STATEMENTS, CREDIT REPORTS AND THE LIKE. DEPENDING ON THE CIRCUMSTANCES, WE MAY RELY ON WRITTEN CONFIRMATION FROM A THIRD PARTY TO VERIFY YOUR ACCREDITED INVESTOR STATUS.
Rule 506(c) offerings are not registered offerings.
You understand that the security offerings are not registered with the U.S. Securities and Exchange Commission ("SEC") or with the secretary of state of the state of incorporation or your location. The security offerings are offered according to Regulation D exemption promulgated under the Securities Act of 1933 by the SEC (the "1933 Act"). Such securities are restricted, not publicly traded, and illiquid. Such security offerings have little to no SEC ongoing reporting obligations and less or no specific disclosure requirements compared to other offering types. No government agency recommended or endorsed the offerings or determined the adequacy, accuracy, or fairness. Any representation to the contrary is a criminal offense. Accordingly, you should consult with your own financial, tax, and legal advisor before making any decisions.
The information on this Site is for informational purposes ONLY. It does not constitute an offer to sell, a solicitation to purchase, or any advisory for any securities or any other services by Kimby or any of its affiliates, subsidiaries, officers, directors, employees or contractors. Nothing in this Site should be considered or taken as advice to buy, sell or hold any securities or offer to provide any investment advice or any service in any jurisdiction. In preparing the information on this Site, we have not considered any specific investor's needs or economic circumstances. This information has no consideration of particular investment goals, economic situations, or specific needs of any receiver of this information. All information might be subject to changes and revisions. Information may fastly become unreliable or incorrect. Before making any investment, you should consult with professional legal, financial, and tax advisors to assist in due diligence and determine whether the risks associated with any investment are appropriate.
You understand that we are not registered, licensed, or supervised as a broker-dealer or investment adviser by the SEC, the Financial Industry Regulatory Authority (FINRA), or any other financial regulatory authority licensed to provide any financial advice or services. You also understand that we are not providing brokerage, investment banking, or underwriting services, recommendations, or investment advice to any person and do not provide any cryptocurrency services.
The Site may refer to Regulation D offerings ("Securities Information"). You acknowledge that any such information or other content on the Site does not constitute any financial, legal, tax, or investment advice, the provision of brokerage or investment banking services, or a recommendation to invest in any security. Your use of the Site does not create a special relationship or a fiduciary duty to you with us. You agree and acknowledge that you are solely responsible for conducting financial, tax, accounting, legal, and other due diligence to review the information on the Site.
ALL INVESTMENTS CARRY RISKS. Those on our Site are no different, so it is important that you consult your professional advisors, including financial, legal, tax accountants, and all other relevant advisors before engaging with us. The value of your investment can fluctuate—in both directions, as well as result in a total LOSS OF CAPITAL. Below are some examples of potential risks.
We are a young start-up and cannot know if our business will develop or be successful. Also, the company may have to compete with other business models in the asset class.
We cannot guarantee any liquidity or distributions. If an investment ever has a secondary market, it might sell at a loss, at a price lower than the initial price, at a price that results in no distribution, or transactional costs and expenses incurred can lower the price.
We cannot know when there will be a secondary market, if at all. Members need to be ready to hold their stake for an unknown amount of time. Those that want quick liquidity should not use our Site and not buy a membership.
If there are equity fees, members may face dilution risks.
The valuations of the pieces can be subjective and can depend on different factors beyond our control.
You should consult your own legal and tax professionals on whether you may face any tax implications when investing.
Insurance may not cover all losses or issues involved in our business and its operations.
Market conditions can change the price and situation, including but not limited to market volatility, supply and demand, which cannot be predicted or controlled by us.
There is no guarantee that the investment will appreciate, or that the secondary market will provide a distribution. The market price and value will depend on factors beyond our control. Even with an appreciation in value, the rate may be insufficient to cover any costs and expenses involved.
There is currently no public trading market for our interests, and an active market may not develop or be sustained.
There may be federal, state, and international restrictions on the investors ability to sell their shares, accidental non-compliance with regulations as well as new unpredictable changes, which can seriously damage the business.
There are risks associated with reliance on third party authenticators.
The diamonds may be lost or damaged by causes beyond our control while being transported or when in storage or on display.
We may be forced to sell one or more of the diamonds at an inopportune time.
There may be costs that we cannot predict or calculate.
Members of a Series may have very limited voting rights.
Funds from purchasers accompanying subscriptions for the interests will not accrue interest while in escrow.
We have not adopted a conflict of interest policy. Also, there are situations in our business that can raise conflicts of interest, these may not always be known by us.
Many other risks may be involved that are beyond our control or are not known by us.
IN NO EVENT WE, OUR AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, LENDERS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, NOR ANY OF OUR REPRESENTATIVES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ORDINARY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR COVER DAMAGES, LOSS OF PROFITS, REVENUES OR GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR DELAY IN PERFORMANCE, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER THEORY OF LIABILITY, FROM OR IN CONNECTION WITH THESE TERMS OR THE SITE PROVIDED HEREUNDER, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR HAS CONSTRUCTIVE KNOWLEDGE OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, WE SHALL HAVE NO LIABILITY TO YOU AND ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES, OF ANY NATURE WHATSOEVER IN ANY WAY RELATED TO THESE TERMS.
IN THE EVENT THAT THE LAWS OF A RELEVANT JURISDICTION DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, YOU AGREE THAT IN NO EVENT SHALL OUR LIABILITY FOR SUCH DAMAGES OR LIABILITIES, IN THE AGGREGATE, EXCEED ONE HUNDRED DOLLARS ($100.00).
YOU SHALL BE TIME-BARRED FROM BRINGING ANY CLAIM AGAINST US, OUR LICENSORS AND/OR EACH OF THEIR SUPPLIERS IN CONNECTION WITH THESE TERMS MORE THAN ONE (1) MONTH AFTER THE EVENT GIVING RISE TO SUCH CLAIM OCCURRED.
Without limiting the generality of other provisions of these Terms, you agree to release, defend, indemnify and hold harmless us and our subsidiaries, affiliates, partners, suppliers, lenders, licensors, or service providers, and in each case, their officers, directors, affiliates, subcontractors, agents and employees (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) from and against any and all loss, liability, damage, cost or expense suffered or sustained by an Indemnified Party by reason of, arising out of or in connection with: (i) any acts, omissions or alleged acts or omissions arising out of or in connection with the Site; and (ii) your use of the Site; and (iii) your failure to comply with any applicable laws and regulations; (iv) your negligence, willful misconduct and fraud, and/or (v) your breach of any representations, warranties, covenants and/or other obligations set forth in these Terms. You shall not settle any such claim without the written consent of the applicable Indemnified Party.
THE SITE AND ANY THIRD-PARTY MATERIALS/SERVICES (WHICH MAY INCLUDE SUBMISSIONS), ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE SITE INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SITE, CONTENT, SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER APPLICATION, SYSTEM, DEVICE, OR SERVICE, PROCESS OR COMPILE DATA ACCURATELY OR COMPLETELY, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING AND MAKES NO REPRESENTATION OF ANY KIND REGARDING ANY RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR ANY OTHER MATTER. IN NO EVENT WE, OUR LICENSORS OR SUPPLIERS HAVE ANY LIABILITY (I) FOR ANY UNAUTHORIZED MODIFICATION OF OR MISUSE OF ANY PORTION OF THE SITE, (II) FOR ANY LIABILITY RESULTING FROM USE OF THE SITE IN A MANNER NOT INTENDED UNDER THESE TERMS, (III) WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SITE OR (IV) FOR ANY INTERRUPTION, ERRORS OR OMISSIONS IN THE SITE. NOTWITHSTANDING YOUR ACCESS TO AND USE OF THE SITE, AND REGARDLESS OF ANY INFORMATION PROVIDED THROUGH THE SITE (WHETHER ACCURATE OR INACCURATE), YOU ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL RISK RELATED TO THE PROPER OPERATION, SUPPORT AND MAINTENANCE OF SITE.
THE SITE ARE INTENDED FOR ACCREDITED INVESTORS ONLY. WE MAY PROVIDE ACCREDITED INVESTORS WITH THE OPPORTUNITY TO INVEST BUT WE DO NOT MAKE ANY RECOMMENDATIONS REGARDING THE APPROPRIATENESS OF ANY SPECIFIC OPPORTUNITY FOR ANY SPECIFIC USER. THE SEC HAS NOT, NOR HAVE ANY STATE SECURITIES COMMISSION, NOR ANY REGULATORY AUTHORITY, ENDORSED ANY OFFERING OF US, INVESTMENT AND/OR USE OF THE SITE.
YOU ARE ENCOURAGED TO REVIEW AND EVALUATE SITE AT YOUR OWN DISCRETION AND DETERMINE THE APPROPRIATENESS OF MAKING ANY INVESTMENT AT YOUR OWN DISCRETION. WE STRONGLY ENCOURAGE YOU TO COMPLETE YOUR OWN DUE DILIGENCE WITH TRUSTED ADVISORS AND LICENSED PROFESSIONALS, PRIOR TO MAKING ANY INVESTMENT. WE WILL NOT OFFER ANY INVESTMENT ADVICE, LEGAL ADVICE OR TAX ADVICE.
YOU SHOULD BE ABLE AND WILLING TO WITHSTAND THE ENTIRE LOSS OF YOUR INVESTMENTS. INVESTMENTS ARE SPECULATIVE IN NATURE. NO AGENCY (FDIC, SEC, ETC.) OR ANY BANK, INSURES ANY INVESTMENTS VIA THE SITE.
USE OF THE SITE DOES NOT CONSTITUTE AN OFFER BY US TO SELL, SOLICIT OR MAKE AN OFFER TO BUY ANY INVESTMENT VIA THE SITE.
YOU MUST COMPLETE A VERIFICATION PROCESS IN ORDER TO BE VERIFIED AS AN “ACCREDITED” INVESTOR. YOU WILL BE REQUIRED TO CERTIFY THAT YOU ARE AN ACCREDITED INVESTOR, AND WILL BE REQUIRED TO PROVIDE DOCUMENTATION PROVING ACCREDITATION FOR VERIFICATION PURPOSES. YOU WILL ALSO HAVE TO VERIFY, BY ACKNOWLEDGEMENT, THAT YOU HAVE RECEIVED AND HAVE READ ALL MATERIALS RELATED TO THE SITE PRIOR TO THE COMPLETION OF ANY INVESTMENT. THE INFORMATION CONTAINED VIA THE SITE IS NOT A SUBSTITUTE FOR A THOROUGH DUE DILIGENCE INVESTIGATION. WE MAKE NO WARRANTY OR REPRESENTATION, WITH RESPECT TO ANY INVESTMENT OR THE FUTURE PROJECTED FINANCIAL PERFORMANCE OF ANY INVESTMENT. THE INFORMATION PRESENTED WILL BEEN OBTAINED FROM SOURCES WE BELIEVES TO BE RELIABLE; HOWEVER, WE MAKE NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED VIA THE SITE. YOU MUST TAKE APPROPRIATE MEASURES TO VERIFY ALL OF THE INFORMATION PROVIDED VIA THE SITE.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THERE IS NO GUARANTEE THAT INVESTMENTS WILL RESULT IN PROFITS OR THAT THEY WILL NOT RESULT IN LOSSES. VARIOUS STATEMENTS CONTAINED ON THE SITE,INCLUDING THOSE THAT EXPRESS A BELIEF, EXPECTATION OR INTENTION, AS WELL AS THOSE THAT ARE NOT STATEMENTS OF HISTORICAL FACT, ARE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY INCLUDE PROJECTIONS AND ESTIMATES CONCERNING THE TIMING AND SUCCESS OF STRATEGIES, PLANS OR INTENTIONS. WHILE WE CONSIDER THESE EXPECTATIONS AND ASSUMPTIONS TO BE REASONABLE, THEY ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, REGULATORY AND OTHER RISKS, CONTINGENCIES AND UNCERTAINTIES, MOST OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF WHICH ARE BEYOND OUR CONTROL AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS TO CONFORM TO ACTUAL RESULTS OR CHANGES IN OUR EXPECTATIONS, UNLESS REQUIRED BY APPLICABLE LAW.
THE MATERIALS IN THE SITE ARE DIRECTED TO PERSONS LOCATED WITHIN THE UNITED STATES. IF THE RECIPIENT IS OUTSIDE OF THE UNITED STATES IT IS THEIR RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE OF THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF MEMBERSHIP INTERESTS.