Mdollaz Ltd. d/b/a ArawakX.com (“ArawakX,” “us,” “our” or “we”) is an intermediary technology platform (“Platform” or “Site”) that permits prospective investors to independently search and invest in securities offerings on the Site. By accessing the Site or using the services, website, applications and software provided through or in connection with the Site, including through a mobile device (the “Service”) in any manner, you become a ArawakX user (“User”). You acknowledge that ArawakX Crowdfunding is a not a broker-dealer or investment adviser. ArawakX is a funding portal registered here at (https://www.scb.gov.bs/) with the Security Commission of The Bahamas (“The Commision”) under Mdollaz Ltd. as a Marketplace and Clearing Facility registrant. Secondary Market is regulated under the above license. See Trading Rules
You agree that your Profile will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Profile. Although the Site may provide data, information or content provided by third parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any offering posted on the Site. Any decision to invest should be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. Your use of the Site or the Services does not create a fiduciary relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the investment opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations.
With Regulation Crowdfunding, a non-accredited investor shall not in any 12-month period invest more than ten thousand dollars in a single crowdfunding distribution or invest more than fifty thousand dollars total with respect to more than one distribution. Where after two consecutive years have elapsed, a non-accredited investor may be reclassified as an elective professional client. There are no restrictions for accredited investors.
In Regulation A Crowdfunding, the above investing rules will also apply.
Direct to Public Offering, the investing rules will also apply.
An accredited investor is a person who has a networth exceeds $1 million or earned at least $250,000 in income for each of the two past years or $300,000 if combined with a spouse.
An accredited investor is also any person other than an individual with total assets in excess of $5 million (not formed for purpose of purchasing the securities offered), or an entity in which all of the equity owners are accredited investors or an Investment Manager registered with the Commission or a foreign jurisdiction or a person residing outside of the Bahamas who qualifies as an accredited investor in his/her country. For more definitions of an accredited investor, refer to Section 2 (1) of the Securities Industry Regulation, 2012. A non-accredited investor is everyone else!
Regulation Crowdfunding, Regulation A and Direct to Public Offering help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the differing amounts of money companies are permitted to raise and differing disclosure and filing requirements. To learn more, see our Rules Page.
Before you can invest in any of the securities offerings on the Site, you must qualify either as an accredited investor or represent that you will not exceed the investor limits. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in offerings posted on this Site and provide additional information to assist ArawakX in assessing the suitability of offerings for your investment. You acknowledge and agree that all information you provide for the registration is complete and accurate.
By registering with the Platform for purposes of subscribing to securities offerings as an accredited investor, you represent and warrant that you come within at least one of the categories as stipulated in Section 2 (1) of the Securities Industry Regulation, 2012.
WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS.
You agree that, should any material changes occur that might affect your status as an accredited investor, you will immediately provide ArawakX with notice in writing.
To help the government fight money laundering activities and the funding of terrorism, the law requires ArawakX to obtain, verify, and record information that identifies those with whom we transact securities business for offerings facilitated by ArawakX Primary. For individuals, our firm is required to collect the following information:
You may also need to show your driver’s license or other identifying documents.
A corporation, partnership, trust or other legal entity may need to provide other information, such as its principal place of business, local office, employer identification number, certified articles of incorporation, government-issued business license, a partnership agreement, or a trust agreement, and a list of all persons and entities owning, directly or indirectly, 5 percent or more of such entity.
Securities law requires securities offered or sold in The Bahamas to be registered with the Securities Commission of The Bahamas.
Criteria for companies to list on ArawakX: the company is currently operating in The Bahamas and intends to raise capital for its business from the crowd; the company passes our due diligence process before launching on ArawakX; the company passes our eligibility screening the company meets the additional requirements as identified by the SCB. Details are listed here. All Bad Actors will be rejected. All companies that meet these criteria are able to conduct an offering on ArawakX.
For details on prohibited companies, please review this article in our FAQs.
Each Issuer represents and warrants that none of its predecessors, any affiliated issuer, any director, executive officer (or officer, in the case of Regulation CF offerings), other officer of the Issuer participating in the Offering, any investment managers and their principals, any beneficial owner of 5% or more of the Issuer’s outstanding voting equity securities, calculated on the basis of voting power, any promoter connected with the Issuer in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, is subject to any of the “Bad Actor” disqualifying events described in law. Each Issuer warrants and represents that it has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualifying Event and will promptly notify subscribed investors in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Issuer’s notice, and immediately consult their legal counsel.
The securities offered on the Site are suitable only for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through ArawakX have the potential to be illiquid. Depending on the type of offering, securities will be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not insured, may lose value, and are not guaranteed by any bank or other person.
The securities being offered have not been registered under the Securities Act, in reliance on the exemptions from registration. Users must read each Issuer’s offering materials and transaction documents for more information and discuss any questions with each Issuer directly prior to investing. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Site and Issuers on the Site in connection with an offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an Issuer in selling the securities might not be available and substantial liability to such Issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SCB. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND/OR FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY OFFERING MATERIALS AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
Unless otherwise indicated, ArawakX receives compensation calculated by reference to the purchase or sale of securities through the Site for services provided for offerings under its posted fee schedule.
You represent and warrant that all information that you provide to ArawakX or through the Site is accurate, complete and truthful. ArawakX and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
The Site permits Users to independently connect with Issuers and subscribe to securities offerings. However, you are expressly prohibited from doing the following acts: (a) using the Site, or any services and or tools; (b) if you are temporarily, or indefinitely, suspended from using the Site, services or any tools; (c) collecting personal information about other Users; (d) interfering with other Users’ listings; or (e) posting false, inaccurate, misleading, defamatory, or libelous content on the Site. ArawakX grants you a limited, revocable, non-exclusive, non-transferable license to view, copy and print content on the Site for personal, non-commercial purposes. ArawakX grants the operators of public search engines a limited, non-exclusive, non-transferable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.
You are prohibited from posting or transmitting any material on or through the Site that, in ArawakX’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. ArawakX will fully cooperate with any law enforcement authorities or court order requesting or directing ArawakX to disclose the identity of anyone posting any such information or materials on the Site.
With respect to Regulation CF offerings, ArawakX is not obligated under law or regulation to provide its services to every company that applies. We do not provide our services to companies in certain industries. We are also required to deny our services to any offering which we cannot adequately assess with respect to fraud or investor protection concerns. We are not required to inform companies the reason(s) why we have declined to provide our services.
The purpose of the Comments section is to provide a communication channel for investors and potential investors to engage with one another, and with the issuer. This channel is available to all Regulation Crowdfunding offerings facilitated by ArawakX and may be available for Regulation A offerings and Direct to Public Offerings facilitated by ArawakX . The Comments section allows investors to ask the issuer questions about the offering and allows investors to exchange ideas, opinions and feedback with other investors. In the spirit of “The Wisdom of the Crowd,” the communication channel is not curated by ArawakX. Any individual who promoted an offering in exchange for compensation, or who is a founder or an employee of an issuer must disclose the fact that he or she is engaging in promotional activities on behalf of the issuer. Issuers are encouraged to participate in the communication channels so long as comments adhere to the following guidelines and do not violate the communication requirements as outlined in the Regulation
Crowdfunding Rules. All comments are reviewed daily by the Account Services Team. Review is conducted on a daily basis and a log is kept in Admin for all flagged comments. The following types of comments are not permitted and will be removed:
If the Account Services team sees a comment that they suspect violates our policy, it will be flagged, the CCO will be notified and the CCO will make the final decision with respect to removal, or consult with legal counsel and related parties if needed. The Account Services Team does not have the authority to remove comments. If an investor or potential investor deletes their ArawakX account, and had made any comments, the comments will remain, but the user name will be replaced with “Deleted User.”
To the extent permissible under law, ArawakX assumes no liability or responsibility for any errors or omissions in the content of the Site. ArawakX does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. ArawakX shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. ArawakX is entitled to rely upon the information provided by its Users. You acknowledge and agree that ArawakX does not provide any representation, warranty or assurance that offerings on the Site are made in accordance with state and/or federal securities law, including any exemption for the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer, and not the Site, is responsible for ensuring that any securities offering is made in accordance with law and regulations promulgated by the SCB. We make no representation or warranty regarding the legality or compliance of any offering.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright’s owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
ArawakX’s Designated Agent for notice of claims of copyright infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement
E-mail address: contact@ArawakX.com
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the relevant authority.
Please note that this procedure is exclusively for notifying ArawakX and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under intellectual property law, but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations. Allegations that other intellectual property right is being infringed should be sent to contact@ArawakX.com. ArawakX may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or infringement of other intellectual property rights.
You agree that ArawakX may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details. ArawakX may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received.
You agree that any information that you transmit to the Site or ArawakX in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc., is non-confidential and non-proprietary and can be used by ArawakX or its affiliates for any purpose. ArawakX is free to use any idea, concepts, know- how, techniques, etc. contained in any communication to the Site or to ArawakX for any purpose.
Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall ArawakX, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers, be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
ArawakX assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any Investor is actually an accredited investor (as defined above).
Although ArawakX may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, ArawakX is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. ArawakX reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
The Site may contain links to third-party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by ArawakX of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall ArawakX be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that ArawakX shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
If you are located outside of The Bahamas, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within The Bahamas. ArawakX makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities.
You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity.
The content, material and information contained on the Site do not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can be marketed only in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.
In the event of any claim, controversy or alleged dispute between you and ArawakX, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 60 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding at IWHAAM, “International and Western Hemisphere Arbitration Adjudication and Mediation Centre”. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g., confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as provided by law, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and ArawakX. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of ArawakX, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning ArawakX’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Nassau, Bahamas. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within The Commonwealth of The Bahamas, California. Each party hereby waives any claim that such venue is improper or inconvenient.
ArawakX reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with ArawakX in the defense of any such claim, action, settlement or compromise negotiations, as requested by ArawakX.
Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. ArawakX shall have a reasonable period to effect such a change and ArawakX may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
If you provide your mobile phone number to us, by doing so you consent to receive text message alerts from us containing product, event, or promotional information in a text or SMS message (“Text Messages”). You can unsubscribe from receiving Text Messages at any time by replying “STOP” to one of our Text Messages.
A Politically Exposed Person (PEP) is any person who has held a role as a head of government, a senior official in the executive, legislative, administrative, military or judicial branches of a government (whether elected or not), a senior official of a major political party, a senior executive of a government-owned corporation and a senior manager of an international organization (e.g., director, deputy director or member of the board or equivalent function in government). A PEP also includes immediate family members and close associates of a PEP.