Legal and Compliance Notices 2017-11-21T15:24:15+00:00

LEGAL AND COMPLIANCE NOTICES

Please read these Legal and Compliance Notices (the “Notices“) carefully before using this website and/or any of the materials accessible through or via this website.  By accessing, viewing and using this website and/or any of the materials accessible through or via this website, you are/each user is agreeing to be legally bound by the Notices and all terms and conditions included or referenced in this website. We reserve the right to change or amend any of these Notices, terms and conditions at any time, without any prior or other notice. Your continued use of this website also constitutes your agreement to all such changes and amendments.

Introduction, Background and Overall Standards

SDR Ventures, Inc., its subsidiaries and its related entities, (“SDR” or the “Firm“) provides this website, www.sdrventures.com, together with its contents and all sub-websites, if any, (the “Site“) solely for your/each user’s general informational purposes and/or general use, and subject at all times to: (a) all applicable laws, rules and regulations; and (b) the Notices and all terms and conditions included or referenced in this Site.

SDR’s overarching intent and objectives are to comply with all applicable laws, rules and regulations in respect of the Site and in respect of the conduct of SDR’s business.

SDR Ventures, Inc. itself is not a registered entity, but its wholly owned subsidiary SDR Capital Markets, Inc. is a securities broker dealer registered with the United States Securities and Exchange Commission (“SEC”) (www.sec.gov), a member of the Financial Industry Regulatory Authority (“FINRA“) (www.finra.org) and a member of the Securities Investor Protection Corporation (“SIPC“) (www.sipc.org).

SDR Capital Markets, Inc. is a niche/specialized investment banking firm that provides mergers and acquisitions advisory services and private placement/private capital raising services for which securities broker dealer registration is required under applicable United States federal laws and/or applicable state laws.  Among other things, SDR Capital Markets, Inc. does not: open, maintain and/or provide any advice regarding any customer accounts; hold or maintain custody of any customer funds or securities; and/or conduct a “retail” securities business with any “retail” customers.

All services and activities for which securities broker dealer registration is required by law is conducted by/through SDR Capital Markets, Inc. and, as applicable, the individual securities registered representatives associated with it.  SDR Ventures, Inc., as the parent of SDR Capital Markets, Inc., provides certain administrative services and support to SDR Capital Markets, Inc.  as appropriate and as permitted by applicable laws, rules and regulations.

Securities broker dealers in the United States, and their individual associated persons (both registered and unregistered), are subject to a broad range of laws, rules and regulations, some of which specifically are applicable to websites, other forms of communications and related matters.   Contained in these Notices are certain provisions that are applicable specifically to securities broker dealers like SDR Capital Markets, Inc., and SDR intends for this Site to comply fully with all such requirements if and to the extent applicable.

Among other things, this Site does not, and is not intended to, offer or solicit for sale or purchase and/or make any recommendation(s) regarding, directly or indirectly, any particular securities and/or securities products and/or securities services.

Any questions or concerns about this Site as well as any suggestions for improvements to this Site, and/or any complaints about this Site, SDR and/or any person(s) associated with SDR and/or SDR Capital Markets, Inc. in any capacity, should be directed to SDR’s General Counsel at:  5613 DTC Parkway, Suite 830, Greenwood Village, CO 80111, telephone 720-221-9220.

Limited License

Subject to the Notices, SDR grants you a non-exclusive, non-transferable, limited right to display this Site and download the material displayed on this site (the “Materials“) solely to view general information regarding SDR’s businesses and for your general use.

You agree to treat all information that you access or obtain from or via the Site that requires a password or similar identification procedure (if any) as strictly confidential.

Access to or use of the Site does not include any rights to reproduce, modify, make collections or compilations of, distribute, or publicly display, the Site or the Materials. You must not transfer the Materials to any other person or entity, whether directly or indirectly. You must retain, on all copies of the Materials downloaded, all copyright, intellectual property and other proprietary notices contained or referenced in the Materials. You agree to abide by any and all additional restrictions displayed from time to time on the Site or in the Materials.  Any unauthorized use of the Site and/or the Materials, misuse of passwords (if any) or other restrictions and/or any other information listed on the Site and/or the Materials is prohibited. Except as expressly provided herein (if at all), SDR does not grant you or any other user of the Site any express or implied license(s) or permission(s) under any patents, trademarks, copyrights, trade secret laws, intellectual property laws or otherwise.

You agree to access the Materials and this Site manually, by request, and not automatically, through the use of a “bot” or similar program, or by any other means. You agree not to take any action, alone or with any others, that would interfere with or disrupt the operation of this Site, to alter this Site in any way, and/or to impede others’ access to and freedom to enjoy and use this Site as it is made available from time to time by SDR in its sole, absolute discretion.

No Solicitations or Recommendations

Nothing contained, referenced or linked in this Site or the Materials is a solicitation or recommendation for the offer or sale of any particular securities, products, or services, and no investment or other decision(s) should or may be based on this Site or the Materials. The solicitation and consummation of any particular securities transaction(s) are subject to compliance with all applicable securities and other laws, rules, and regulations, including but not limited to those relating to any/all required registrations, licenses and qualifications and/or exemptions or exceptions thereto.

Testimonials

Any client or other testimonials and/or endorsements contained, linked or referenced in this Site or the Materials may not be representative of the experience of all or any other clients, persons or entities, and are no guarantee of any future performance, results or success.  Past experiences and/or results do not guarantee and are not necessarily indicative of future experiences and/or results.

Tombstone Announcements

Any tombstone (i.e., completed transaction) announcements contained in this Site appear only as a matter of record and general information.

Ownership & Trademarks

Use of the Site is not a transfer of title in the Site, or the Materials and/or any copyrights or other intellectual property herein or therein. All content included on this Site, such as graphics, logos, trade dress, articles and other materials, is the sole and exclusive property of SDR or others, and is protected by copyright and other laws. All trademarks and logos displayed on this Site are the property of their respective owners, who/which may or may not be affiliated with SDR.

No Warranty or Reliance

This Site and/or the Materials may be incomplete and/or contain inaccuracies and errors. SDR does not warrant or guarantee the accuracy or completeness of the Site, the Materials or the reliability of any advice, opinion, statement, observations, views and/or any other information or data displayed or distributed through or via the Site.  SDR disclaims any duty of any kind to update the Site or any of the Materials.

This Site, the Materials and any information or data on this Site are provided “as is” without any representation or warranty, express or implied, of any kind, including but not limited to any warranties of merchantability, non-infringement, and/or fitness for any particular purpose or use. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to you.

This Site, and access to the Site, may not be available at all times and may be impeded by a variety of factors, including but not limited to technology failures, failure of utilities, force majeure events and/or lack of capacity. You are solely responsible for obtaining and maintaining your own information and communications technology in order to access the Site.

Nothing contained on this Site or any of the Materials constitutes financial, investment, securities, legal, tax, accounting or other advice and/or counsel, nor is any information, data or Materials on this Site to be deemed a recommendation to buy or sell any particular securities or is to be relied upon for the purpose of making or communicating any investment, business, securities-related, commercial or other decisions. Any specific transactions listed on or via this Site are included only as representative transactions for general information only.

Forward Looking Statements

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. Certain of the information, data or Materials contained or referenced herein may be based upon forward-looking statements. Forward-looking statements are inherently uncertain, and factors affecting the markets in general, and/or business sectors, industries or issuers in particular, may cause conditions, events or results to vary from those described herein. Accordingly, you should not rely on, take any actions based on, refrain to take any actions based on, and/or draw conclusions from any forward looking statements.

Third-Party Sites

As a convenience to you, SDR may from time to time provide or otherwise make available, on or via this Site, links to websites operated by other persons or entities. If you access or use any such sites, you will leave this Site.  SDR makes no warranty or representation regarding, and does not endorse, approve or adopt in any way, any linked websites and/or any of the information or data appearing thereon, and/or any of the opinions, data, information, ideas, products or services described thereon. Links do not imply that any linked website is authorized to use any of SDR’s trademarks, trade names, trade dress, logos or copyright symbols. In addition, these websites may be governed by a privacy policy or security practices that differ from those of this Site, so it is important that you read the policies and practices of those other sites before using them and, especially, before sharing any your personal information. Users shall comply with request(s) of SDR or any of the third party providers to protect their respective rights in the information, data and services available on the said website(s).

External Links to This Site

SDR shall have no liability or any responsibility for third party content or websites linking to or framing this Site. All links to this Site must be approved in writing by SDR, except that SDR consents to links in which: (i) the link is a text-only link containing only the name “SDR Ventures”; (ii) the link “points” only to www.sdrventures.com and not to deeper pages; (iii) when activated by a user, the link displays that page full-screen in a fully operable and navigable browser window and not within a “frame” on the linked website; and (iv) the appearance, position, and other aspects of the link neither creates the false appearance that any entity and/or its activities, services or products are endorsed by, recommended by, associated with and/or sponsored by SDR nor damages or dilutes any goodwill associated with SDR’s name or trademarks. SDR reserves the right to revoke this consent to link at any time for any reason, with or without notice.

Information Provided by You, Use and Applicable Standards

Do not send any personal, sensitive, nonpublic, personally identifiable, confidential and/or proprietary information to SDR via the Site. No information, data or materials that you provide to SDR via this Site is or will be considered or treated as confidential or proprietary. By providing any such information, data or materials to SDR, you grant to SDR an unrestricted, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, publicly display, publicly perform, transmit and/or distribute any/all such information, data and materials, and you further agree that SDR is free to use any ideas, concepts and/or know-how that you or individuals acting on your behalf provide to SDR.

You agree not to use the Site to distribute, email and/or post any advertising, promotion and/or solicitation without SDR’s prior written approval, which SDR may grant, condition and/or deny in its sole absolute discretion.

You agree not to use the Site to upload, display and/or distribute any materials (in any media and/or form whatsoever) that are defamatory, threatening, obscene, harassing, or otherwise unlawful, and/or that incorporate in violation of applicable laws, rules or regulations the copyrighted, confidential or proprietary material of any other person or entity.

Limitation of Damages

NONE OF SDR OR ANY OF ITS SUBSIDIARIES AND/OR RELATED ENTITIES, AND/OR ANY OF THEIR RESPECTIVE DIRECTORS, PARTNERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, AFFILIATES OR SUBSIDIARIES, ARE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL LOSS, LIABILITY, COST, CLAIM, EXPENSE OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE THAT ARE RELATED TO THE ACCURACY, INACCURACY, USE OF, OR THE INABILITY TO ACCESS OR USE, THIS SITE AND/OR ITS CONTENT, THE MATERIALS AND ANY FUNCTIONS, AND/OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS AND/OR LINE OR SYSTEM FAILURE, OF THIS SITE, THE MATERIALS AND/OR ANY LINKED WEBSITE, EVEN IF SDR IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Changes

SDR reserves the right, in its sole discretion, to grant or revoke any authority to use this Site and/or to change, add, suspend or remove any or all of the information, products or services described in the Site or the Materials at any time without prior notice to you and without any liability to you.

SDR also may impose, in its sole discretion, limits on certain features and services and/or restrict your access to parts or all of this Site without notice or liability. SDR may terminate the authorization, rights and license given hereinabove and, upon such termination, you shall immediately cease using the Site and destroy all Materials, data or other information.

International Users/Access, Jurisdiction, Terms and Conditions and Choice of Law

This Site and the Materials are not intended for access or use by any person or entity who/that is a citizen or resident of and/or is located in any jurisdiction, whether within or outside of the United States, where such access, distribution, publication, availability and/or use would be contrary to any applicable laws, rules or regulations and/or which would subject SDR or its subsidiaries, affiliates or related entities, or any individuals employed or associated therewith, to any registration, licensing or other requirements within such jurisdiction without SDR’s affirmative elective action and/or its affirmative consent.

SDR makes no representations or warranties that any of the Materials and/or any other data or information available on this Site is appropriate or available for access and/or use in any jurisdiction. Prior to accessing or using the Site or the Materials, users are required to ensure themselves whether the Materials or other data or information available on this Site lawfully can be accessed and/or utilized in their respective jurisdictions and to observe all relevant restrictions and/or requirements thereto. The user shall be solely responsible for compliance with any and all laws, rules and regulations that are applicable to such user, and shall satisfy that he/she/it is not subject to any legal, regulatory and/or other requirements which restrict or prohibit any such user from accessing or using the Site or the Materials.

Except as may be expressly specified herein (if at all), the products, services and/or facilities described in the Site or the Materials have not been registered under any securities laws of the United States or of any non-United States  jurisdiction, and are only for the information of any persons or entities in any jurisdiction where it may be lawful to describe or offer such products, services and facilities. SDR will not undertake any business activities and/or undertake any requisite licensing or registration within any prohibited jurisdiction.
This Site is governed exclusively by the laws of the State of Colorado, United States of America.
These Notices constitute the entire agreement and relationship between SDR and each user with respect to any and all access and/or uses of this Site and the Materials. Any cause of action that you may have with respect to your access and/or use of this Site or the Materials must be commenced within one (1) year after the claim or cause of action: arises; is discovered; or should have been discovered with or by reasonable diligence or attention. If for any reason a court of competent jurisdiction finds any provision of these Notices or any portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the provision, and the remainder shall remain in full force and effect.

Anti-Corruption and Ethics

SDR is committed to providing the highest quality services to its clients. To achieve this, anyone working for or on behalf of the Firm (including, for example but without limitation, all of SDR’s associated persons (including but not limited to any persons associated with SDR Capital Markets, Inc.) and any third party vendors, agents, suppliers and service providers) is expected to maintain and apply the highest legal and ethical standards, to conduct themselves with integrity, and to comply with all applicable laws, rules and regulations.   SDR does not tolerate bribery or corruption in any form.

Additional Securities Broker Dealer-Related Notices and Disclosures

In respect of SDR Capital Markets, Inc. as a securities broker dealer, and in addition to any others contained herein, the following notices and/or disclosures shall apply:

Anti-Money Laundering Notice:

Important Information About Procedures for Opening a New Account

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

What this means for you: When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

SDR Capital Markets, Inc. does not open, maintain and/or provide any advice regarding any customer accounts.

Privacy Policy:

Privacy Policy For SDR Capital Markets, Inc.   SDR Capital Markets, Inc. (the “Firm”) respects concerns about the privacy and confidentiality of nonpublic personal information, and provides this notice to describe how the Firm addresses such matters.  The Firm’s privacy policy set forth in this notice is intended to comply, if and to the extent applicable, with Regulation S-P (“Privacy of Consumer Financial Information and Safeguarding Personal Information”), 17 CFR §248.1 et seq.  Except for any disclosures authorized or directed by the holder/owner/authorized representative of or for the nonpublic personal information, and/or except as authorized or required by law, the Firm does not share, sell, market or disclose to any nonaffiliated third parties any nonpublic personal information in the Firm’s possession.  The Firm’s policy and practice is to take reasonable and appropriate actions to safeguard any nonpublic personal information that comes into the Firm’s possession. The Firm restricts access to any such nonpublic personal information to those Firm associated persons who reasonably need such information in order to provide professional assistance in respect of any services that the Firm provides. The Firm maintains reasonable and appropriate physical, electronic and procedural safeguards designed to guard against persons not authorized by the Firm from gaining access to nonpublic personal information.  In the normal course of business, the Firm may receive or collect nonpublic personal information from the following sources: information received on questionnaires and other documents, for example name, address, date of birth, social security number, assets, income, net worth, investment experience and investment objectives; information about transactions or potential transactions concerning which the Firm may provide professional assistance; and/or information that Firm may receive from other sources.In respect of its professional services, the Firm may share some or all nonpublic personal information with its affiliates. The law permits the Firm to share with its affiliates any information about transactions and experiences. Unaffiliated third parties are those not owned or controlled by the Firm or its parent SDR Ventures, Inc.The Firm may share nonpublic personal information with unaffiliated third parties who/that perform services on behalf of the Firm. The Firm also may share nonpublic personal information as permitted or required by law, including disclosures necessary or appropriate to process and service transactions, to protect against fraud, to protect the security or confidentiality of its records, or to respond to legal processes. The Firm does not otherwise disclose any nonpublic personal information to any nonaffiliated third parties, except as permitted or required by law.

The Firm reserves the right to modify or update this privacy policy at any time.

Questions, Concerns or Complaints may be directed to SDR Capital Markets, Inc., Attn: General Counsel, 5613 DTC Parkway, Suite 830, Greenwood Village, CO 80111, 720-221-9220.

Business Continuity Disclosure Statement:

Business Continuity Planning by SDR Capital Markets, Inc.

SDR Capital Markets, Inc. (the “firm”) has developed a Business Continuity Plan (“BCP”) on how the firm will respond to events that significantly disrupt the firm’s business. Since the timing and impact of disasters and disruptions are unpredictable, the firm will have to be flexible in responding to actual events if, when and as they occur. With that in mind, the firm is providing you with this information regarding the firm’s BCP.

Contacting Us – If after a significant business disruption you cannot contact the firm as you usually do at 720-221-9220, you should please go to the firm’s website, www.sdrventures.com.   If the firm’s website is not available, please feel free to attempt to telephone your principal contact with the firm by calling his/her cell phone number.

Our BCP – The firm plans to quickly recover and resume its business operations after a significant business disruption and respond by safeguarding the firm’s personnel and property, making a financial and operational assessment, protecting the firm’s books and records, and enabling the firm’s investment banking clients to transact business. In short, the firm’s BCP is designed to permit the firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption and given the firm’s particular business scope.

The firm’s BCP addresses, as may be applicable to the firm: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with clients, employees, and regulators; alternate physical location of employees; and critical supplier, contractor, bank and counter-party impact; regulatory reporting.

Varying Disruptions – Significant business disruptions can vary in their scope, such as affecting only this firm, a single building housing the firm’s home office, the business district where the firm is located, the city where the firm’s home office is located, the whole geographic region or even beyond the firm’s particular geographic region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption applicable only to the firm or a building housing the firm’s home office, the firm will transfer its operations to a local site when needed or appropriate, and the firm expects to recover and resume business within one business day. In a disruption affecting the firm’s business district, city, or region, the firm will transfer its operations to a site outside of the affected area, and expects to recover and resume business within three business days. In either situation, the firm plans to continue in business and (if available) contact you via cell telephone communications and/or notify you via the firm’s website, www.sdrventures.com.   If the significant business disruption is so severe that it prevents the firm from remaining in business, the firm will wind up its affairs in an orderly fashion and provide information in such regards via appropriate communication means then available.

The firm’s BCP is subject to modification.  Updates will be promptly posted on the firm’s website, and any updated BCP also will be furnished upon request.

For more information – If you have questions about the firm’s our business continuity planning, you may contact the firm at 720-221-9220.

Particular Financial Industry Regulatory Authority (“FINRA”) Matters:

Note: A firm’s membership in FINRA does not state or imply that FINRA or any regulatory authority or any self-regulatory organization endorses, indemnifies, or guarantees the FINRA member’s business practices, selling methods, the class or type of securities offered, or any specific security.  FINRA Rule 2210(e)(1).

Note also: This Site is intended to comply with FINRA Rule 2210(e)(3) regarding any indications of FINRA membership.

  • FINRA’s website is www.finra.org.
  • FINRA’s main phone number is: 301-590-6500.
  • The FINRA BrokerCheck Hotline number is: 800-289-9999
    • This telephone number can be used for assistance with checking the background of a broker or brokerage firm, or an investment adviser or investment representative.
  • FINRA BrokerCheck may be accessed via FINRA’s website, as follows: http://www.finra.org/Investors/ToolsCalculators/BrokerCheck/index.htm.
  • An investor brochure is available on request.
  • FINRA’s Investor Complaint Center may be accessed electronically as follows: http://www.finra.org/Investors/ProtectYourself/p118628
  • The FINRA Investor Complaint Center may be contacted as follows:
    • 9509 Key West Avenue, Rockville, MD 20850-3329
    • Phone: 240-386-HELP (4357)
    • Fax: 866-397-3290

Particular United States Securities and Exchange Commission (“SEC”) Matters:

  • The SEC’s website is www.sec.gov.
  • A complaint or enforcement tip may be filed electronically or made electronically with the SEC as  follows:  http://www.sec.gov/complaint.shtml
    • That site also contains information for “Whistleblowers”
  • The SEC’s Complaint Center also may be contacted as follows:
    • Securities and Exchange Commission
    • Complaint Center
    • 100 F Street, NE
    • Washington, DC 20549-5990