Sunvestment Group, LLC
Effective January 30th, 2015
Sunvestment Group, LLC (“Us”, “We” or “Our”) is pleased to welcome you (“You” or “Your”) to Our website (“Site”). In order to use the Site, You must accept the terms and conditions stated in the agreement below (“Agreement”).
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MAY NOT USE THE SITE.
1. Description of Site and Users. The Site is a publicly accessible website with certain password-protected areas that (i) allows members of the general public (“Public User(s)”) to view certain information about investment in renewable energy projects and; (ii) allows registered users (“Registered User(s)”) to participate in community interaction among companies, potential investors, and others interested in renewable energy projects, and to generate and received funding of such projects (“Services”). Registered Users and Public Users shall be collectively referred to as “User(s).”
2. Age Requirement. By using this Site, You certify that You are at least 18 years of age. If you are under 18 years of age, then you are not permitted to use this Site.
3. Acceptance of Terms.
a. Your Acceptance of These Terms. You agree that this Agreement forms a legally binding agreement between You and Us relating to Your ability to use the Site and the Services provided therein. You agree to all of the terms and conditions set forth in this Agreement by using the Site. You agree to use the Site only for lawful purposes permitted under this Agreement and in accordance with applicable law in Your relevant jurisdiction. You may not access, use, or provide any information to the Site if You are barred or restricted from such actions under the laws of any country in which You are a citizen or resident, or from which You access the Site.
4. Our Grant of Rights to You. We grant to Registered Users and Public Users the rights and licenses they will need to use and enjoy our Site (as their site access permits), as follows.
a. Content. You understand and agree that all information, including, but not limited to, text, graphics, pictures, audio, video, links, addresses, data, functionality, Services, and other materials that You obtain through the Site (collectively, “Content”) is the responsibility of the persons or entities who post such Content and not Our responsibility unless We create and provide such Content. You understand and agree that You are entirely responsible for Your Content. We do not control all Content available through the Site nor do We have any obligation to review, refuse, or remove any Content available through the Site. You understand and agree that You may be exposed to materials and Content that You may find offensive, indecent, or objectionable, and agree that You use the Site at Your sole risk. You also understand and agree that We reserve the right (but have no obligation) to review, approve, and/or remove any Content on the Site in Our sole discretion. For additional terms and conditions governing Content (including, but not limited to, information regarding copyright disputes) please refer to Our Acceptable Use Policy.
b. Our Intellectual Property; Ownership. We and our licensors (where applicable) hold intellectual property rights with respect to the Site and the Services. Without limitation: (i) the code, graphics, text and other elements that power this Site and are made available to use from the Site are the intellectual property of Us and/or Our licensors; (ii) all Our logos, tag lines, trademarks, trade dress, and other indications of source and quality (whether registered or protected under the so-called "common law") displayed on the Site or through the Services (collectively, "Trademarks") are Our intellectual property; (iii) Trademarks of other persons that appear on the Site are the intellectual property of their respective owners; and (iv) all content available on or through the Site – other than Content of Users other than Us – including all information, artwork, text, video, audio, pictures, or other intellectual property found on the Site, or embodied in the Services or the Content, is the sole property of Us and Our licensors (or used under "fair use" principles") (items (i) - (iv) are collectively referred to as "Our IP" and/or “Proprietary Rights”).
c. Rights to Access and Participate in Services. Subject to Your compliance with this Agreement, We hereby grant to You a revocable, non-assignable right, under Our rights in Our IP, to access and use the publicly available areas of Site. Subject to Your compliance with this Agreement, We hereby grant to Registered Users a revocable, non-assignable right, under Our rights in Our IP, to access and use the password-protected areas of Site, solely for purposes of participating in the Services.
d. Rights to Link to Site Areas Not Protected by Passwords. We grant to Registered Users, under Our intellectual property rights and the inbound grant from other Registered Users (as provided in Section 5.a), a nonexclusive, worldwide, royalty-free, non-transferable license to refer to or provide a link to the areas of our Site that are publicly accessible; provided that such references and links are designed to further the stated community goals of our Site. Although as a Registered User you enjoy a broad range of rights in Content available on the Site, you are not entitled to create links to Content submitted by other Users on the Site.
e. Confidentiality. Our IP contains Our confidential and sensitive trade secrets. We may also provide confidential and sensitive trade secrets of entities affiliated with the investment offerings listed on our Site (“Affiliate Companies”). We do not permit You to disclose this information to anyone other than another Registered User or Affiliate Company, and we do not permit You, or other Registered Users, from using this information for any purposes other than those that consist of participating in our Services, as set out below:
i. Confidential Information. Confidential Information under this Agreement consists of all non-public information whether oral or in writing (a) that is designated as "Confidential" or "Proprietary" by Us or by an Affiliate Company at the time of disclosure or within a reasonable period thereafter; (b) that is only available to Registered Users or investors, or (c) that you should reasonable understand is confidential. Confidential Information includes non-public information that We, our affiliates, or Affiliate Companies furnish or otherwise make available to Registered Users with respect to the Affiliate Company Documents, together with any reports, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials prepared by Us or an Affiliate Company, or for Registered Users. Confidential Information includes, without limitation, information relating to Our or an Affiliate Company’s services, the marketing or promotion of any service, business policies or practices, strategic plans, pricing, reports (e.g. underwriting reports), Our business policies, strategic plans, project renderings, financial proformas, offering documents, any other information made available to Registered Users, and information received from others that Us or the Affiliate Company is obligated to treat as confidential.
ii. Non-disclosure. You shall retain Our Confidential Information in confidence, and shall not use Our Confidential Information except as expressly permitted under this Agreement. You will use at least the same degree of care in safeguarding Our Confidential Information as You use in safeguarding your own confidential information and trade secrets, but shall use not less than reasonable care and diligence.
iii. Exceptions. Your right to Our Confidential Information under this Agreement will not apply to Our Confidential Information which You can demonstrate: (i) is or becomes a matter of public knowledge through no fault of Your own; (ii) was or becomes available to You on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to Us with respect to Our Confidential Information; (iii) was independently developed by You without reference to Our Confidential Information; or (iv) to the extent Our Confidential Information is required to be disclosed by law, provided that you promptly notify Us in order to provide Us an opportunity to seek a protective order or other relief with respect to such impending disclosure.
f. Reservation of Rights. Our IP is protected by U.S. and international copyright and other intellectual property laws, and We retain all rights with respect to Our Content, the Site, and the Services, except those expressly granted to You in this Section. You agree not to duplicate, publish, display, distribute, modify, create derivative works from, or exploit in any way Our IP or any tangible embodiments of Our IP, except as expressly allowed in this Section.
g. No Reverse Engineering. You understand and agree that the rights granted to You are provided on the condition that You do not (and do not allow any other person to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile, publicly display, retransmit, sell, lease, or transfer the Site, Services, or any part thereof, or likewise attempt to discover, copy, or re-use any source code, modify the Site in any manner or form, or use unauthorized modified versions of the Site, including (without limitation) for the purpose of building a similar or competitive product or Site or for the purpose of obtaining unauthorized access to the Site. You agree not to access the Site by any means other than the interfaces We provide to You. Except for the limited purpose authorized under this Site, You are expressly prohibited from sublicensing Your right to use the Site to any other person and prohibited from permitting any person other than You to use the Site under Your User Account.
5. Your Content.
a. Grant of License. Except as separately agreed to in writing between Us and You, You retain your rights to Your Content which you submit, post or display on or through the Services and/or Site, and by submitting, posting or displaying Your Content on or through the Services and/or Site, You grant Us a worldwide, perpetual, irrevocable, non-exclusive, transferable, royalty-free license (with the right to sublicense) (“User Content License”) to use, copy, reproduce, process, adapt, modify, archive, publish, transmit, display, distribute, and create derivative works from Your Content in any and all media or distribution methods (now known or later developed). You understand and agree that User Content includes, without limitation, all user account and project profile information You submit on or through the Services. By posting Your Content, you are also granting to all Registered Users the same license provided for in this Section.
b. Use of Your Content. You agree that the User Content License includes the right for Us to (i) provide, promote, and improve the Services; (ii) make Your Content and derivative works thereof which We authorize available to other companies, organizations or individuals in aggregated and deidentified format; (iii) and to provide Your Content to our third parties for financial determinations (including, but not limited to, the uses described in Section 5(a) of this Agreement) and other related activities contemplated by this Agreement (“Additional Uses”). You agree that the User Content License is a perpetual and irrevocable license which survives termination of this Agreement and that We may make Additional Uses of Your Content both while this Agreement is in effect and after it is terminated for any reason. We may modify, adapt, and/or create derivative works of Your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Your Content as: (i) are necessary to conform and adapt Your Content to any requirements or limitations of any networks, devices, services or media; or (ii) We, in our sole discretion, so choose. You are responsible for Your use of the Services, for Your Content, and for any consequences thereof, including the use of Your Content by other Users. We will not be responsible or liable for any use of Your Content by Us in accordance with this Agreement.
c. Your Privacy. Please choose carefully the information You include in Your Content, and that you provide via the Services. When You make this information available to other Registered Users, you should use discretion with respect to including any information that personally identifies you, such as your telephone number, street address, last name, email address, any geographically recognizable photographs, or other information that would allow others to identify you in an unwanted manner. We cannot provide (and do not provide) assurances that Registered Users and others who access Your Content will use Your Content in an appropriate or fair manner, or in a manner otherwise anticipated by you. Therefore, you should disclose personally identifiable information on our Site with caution.
d. Project Profiles. In connection with specific renewable energy projects, the Services include functionality for You to upload details related to individual projects (“Projects”) for viewing and searching by other Users, and other related functionality. Project Profile information may include, but is not limited to Project Name, Developer Name, Project Location (City, State), Project Size, Project Type, Offering Term, and other general information about the Project and investment opportunity to be created in conjunction with Us. Such information is, without limitation, Your Content. We will not publish Project Profile information to the Site without prior consent from the applicable Project participants and stakeholders, including, but not limited to Our key stakeholders, the applicable community organization/project leader, and the applicable solar development partner.
e. Project Evaluations. Prior to creating and publishing Your Project Profile, You may be required to submit project information to obtain preliminary and/or final financial approval of Your Project, which may include, without limitation, anticipated project costs, site information, renewable energy incentives, financial statements and corporate documentation. Such information may be used by Us, without limitation, in the manner described in Section 5(b) of this Agreement.
f. Project-Related Notices to Community Organization Stakeholder(s). You acknowledge and agree that You have provided sufficient information regarding Your Project to all applicable community organization stakeholders (“Community Stakeholders”) such that the Community Stakeholders are reasonably informed of the details of the Project and your submissions to Us regarding such Project. You agree that you have the approval and consent, where applicable, of such Community Stakeholders to provide information related to Your Project, and that You will be solely liable for Your omissions or failures in such regard.
g. No Compensation. The use of Your Content by Us and other Registered Users pursuant to the User Content License and the Additional Uses may be made with no compensation paid to You with respect to Your Content.
6. Acceptable Use Policy. Your the Site must be in accordance with the following Acceptable Use Policy:
a. Unacceptable Material. You agree that You will not e-mail, upload, post, distribute, display, or otherwise make available or transmit to, on, through, or in any way in connection with the Site:
i. any data, text message, image, video, audio, file, or other material that an ordinary person would find or that We deem to be: (1) defamatory, abusive, hateful, harassing, threatening, or stalking; (2) indecent, obscene, pornographic, profane, racist, sexually explicit, or ethnically or culturally offensive; (3) in support of or encouraging violence, hatred, terrorism, or illegal acts or the containing discussion of any illegal acts with an intent to commit them; (4) otherwise objectionable at Our sole discretion; and (5) not suitable for persons under the age of 18;
ii. any data, text message, image, video, audio, file, or other material that violates, dilutes, plagiarizes, misappropriates, or infringes the rights of any third-party including, without limitation, copyright, patent, trademark, trade secret, confidentiality obligation, a right of privacy or publicity, or any other proprietary right;
iii. any person’s personal information without that person’s express consent;
iv. any data, text message, image, video, audio, file, or other material that contains a virus, spyware, time bomb, worm, “Trojan horse,” bot, any automated use of the system (e.g. scripts) that performs actions without the consent of the user, or other harmful component;
v. any unauthorized advertisements, promotional materials, chain letters, pyramid schemes, petitions, or other solicitations of any kind; or
b. Unacceptable Behavior. You also agree not to, in anyway in connection with the Site:
i. impersonate any person or entity or falsely state or otherwise misrepresent Your identity or affiliation with any person or entity, or misrepresent any third-party’s identity or affiliation with any person or entity;
ii. engage in any illegal, disruptive, or destructive acts including, without limitation, “trolling,” “flaming,” “flooding,” or “spamming” (such terms have common meanings within the context of the internet), or cause any unnecessary network usage or violate any service provider’s or carrier’s terms of service;
iii. solicit or collect personal data including telephone numbers, addresses, last names, or e-mail addresses of other users;
iv. perform any action that impermissibly results in charges or has an impact on any other user, service provider, or carrier; and
v. provide any link to or web address of a website that contains material that would violate this Agreement.
c. Removal. We reserve the right (but have no obligation) to remove any Content, whether such removal is for any reason or is for no reason. We may remove content that We believe violates this Agreement. We may, in our sole discretion, suspend or terminate Your User Account without notice and without liability to You for any reason, including, but not limited to, Our determination that You have violated this Acceptable Use Policy.
d. Copyright Disputes. We are dedicated to operating in accordance with the U.S. Copyright Law and ask You to comply as well. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides owners of copyrighted material who suspect that their rights under U.S. Copyright Law have been violated with certain remedies. One such remedy is contacting the Internet service provider’s designated agent to report suspected infringements that appear on Web pages hosted by that Internet service provider.
i. If We receive a notification of suspected copyright infringement, and assuming the notification satisfies the requirements of the DCMA (discussed below), We may remove or prohibit access to such materials. However, You may submit to Us a counter-notice if you believe such notice of suspected copyright infringement was mistakenly filed.
ii. We advise You to seek legal counsel if: (i) You believe Your copyrights have been infringed, or (ii) if a notice of copyright infringement has been filed against You. We will not be involved as a party to disputes over alleged copyright infringement and you agree to indemnify, defend and hold us harmless from and against any costs, damages or expenses (including reasonable attorney fees) We incur arising out of or related to any alleged or actual infringement involving You.
iii. We reserve the right to terminate Your account or remove any content if We, in our sole discretion, believe the DMCA notification meets the criteria listed below.
iv. Notification of Claimed Copyright Infringement.
1. If You believe Your copyrights have been infringed because of material appearing on a web page We host, you must file Your claim of infringement with Our designated agent via email at email@example.com.
2. You must provide the following information in your written complaint to us in order for it to be valid under the DMCA:
i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
iv. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
v. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
3. Elements 2(i)-2(vi) above are taken directly from 17 U.S.C. 512(c)(3). Please consult the DMCA for additional details on the information necessary for valid notification.
4. Please note: Misrepresentations and false accusations of copyright infringement may subject You to damages including, but not limited to, fees incurred in blocking material, court costs, and attorneys’ fees.
v. Counter-notification response to Claims of Copyright Infringement. You may file a counter-notification with Our designated agent. All such responses must be submitted to the address listed above in this section and must contain the following:
1. A physical or electronic signature of the subscriber.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
5. Elements 1 – 4 above are taken directly from 17 U.S.C. 512(g)(3). Please consult the DMCA for additional details on the information necessary for valid notification.
6. Please note: Misrepresentations and false responses to claims of copyright infringement may subject You to damages including, but not limited to, fees incurred in blocking material, court costs, and attorneys’ fees.
7. As provided by the DMCA, after receipt of a valid counter-notification, We may restore or re-enable access to removed material.
vi. Other Violations. Please contact us at any of the above addresses to report any other actual or potential violation of this Agreement.
a. User Accounts. In order to access or utilize certain aspects of the Site, You may be required to establish and maintain a valid user account (“User Account”), subject to such terms We shall maintain, update and communicate with You from time to time.
(i) Account Setup. You will be required to create and maintain a unique password and provide Your first name, last name, email address, phone number and information related to your accreditation status (e.g. accredited investor or non-accredited investor).
(ii) Investor Profiles. In addition to the information User Account information described in Section 7(a) of this Agreement, Investors will be required to provide ACH bank account integration information prior to engaging in their first investment, including but not limited to: bank name, account type, account holder’s name, joint account holder name (if applicable), account number and routing number. You are solely responsible for maintaining the confidentiality of information relating to your User Account.
(iii) Developer Profiles. In addition to the information User Account information described in Section 7(a) of this Agreement, Partners may be required to submit additional information, including but not limited to: company name, company logo, business headquarters location, years installing solar PV, areas of service, a company overview and information about key personnel (e.g. name, title, email, phone).
(iv) Community Organization Profiles. In addition to the information User Account information described in Section 7(a) of this Agreement, Community Organizations may be required to submit additional information, including but not limited to: Community Organization name and address, information regarding electric use, and contact information for the Project Leader.
b. Accurate Information. You agree to provide accurate, current and complete information concerning Your User Account and to use reasonable efforts to maintain and promptly update the information to keep it accurate, current, and complete. You agree that if You provide information that is intentionally inaccurate, not current or incomplete in a material way, or We have reasonable grounds to believe that such information is untrue, inaccurate, not current or complete in a material way, We have the right to suspend or terminate Your use of the Site, any portion thereof, or any products, services, or other benefits You receive from Us relating to the Site.
c. Responsibility. You understand and agree You are solely responsible for all activities that occur through Your User Account.
d. Contact with You. You understand and agree that We may retain information relating to transactions involving Us, including after termination of Your User Account. You further understand and agree that We may contact You if You “opt-in” to receive information from Us, even if Your User Account has been terminated.
8. Consent to Electronic Communications.
a. Electronic Delivery of Communications. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that We provide in connection with Your use of the Services.
You accept electronic Communications as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.
i. Agreements and policies You agree to, including updates to these agreements or policies;
ii. Business policies, strategic plans, project renderings, financial proformas and offering documents;
iii. Transaction receipts or confirmations;
iv. And any other information related to Your use of the Services.
We will provide these Communications to You by posting them on the Site and/or by emailing them to You at the primary email address listed in your profile.
Hardware and Software Requirements.
In order to access and retain electronic Communications, you will need the following computer hardware and software:
v. A computer with an Internet connection;
vi. A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;
vii. Software capable of opening documents in .pdf format;
viii. A valid email address (your primary email address on file with Us); and
ix. Sufficient storage space to save past Communications or an installed printer to print them.
We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from Us. By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.
How to Withdraw Your Consent.
You may withdraw Your consent to receive Communications electronically by contacting Us via the email link at the bottom of each page of the Site. If You fail to provide or if You withdraw Your consent to receive Communications electronically, We reserve the right to restrict or deactivate your use of the Site, close your account, or charge you additional fees for paper copies.
Updating Your Contact Information.
It is Your responsibility to keep Your primary email address up to date so that We can communicate with You electronically. You understand and agree that if We send you an electronic Communication but You do not receive it because Your primary email address on file is incorrect, out of date, blocked by your service provider, or You are otherwise unable to receive electronic Communications, We will be deemed to have provided the Communication to You. Please note that if You use a spam filter that blocks or re-routes emails from senders not listed in Your email address book, You must add Us to your email address book so that You will be able to receive the Communications We send to You. If Your email address becomes invalid such that electronic Communications sent to You by Us are returned, We may deem your account to be inactive, and You will not be able to transact any activity using Your account until We receive a valid, working primary email address from You.
b. Consent to Electronic Delivery of Tax Forms. The Internal Revenue Service issued Revenue Procedure 2012-17 (the “Revenue Procedure”) on February 13, 2012, which requires a partnership to receive affirmative consent from its partners in order to deliver Schedule K-1s (“K-1s”) electronically. This section will provide you with certain disclosures required under the Revenue Procedure. IMPORTANT DISCLOSURE INFORMATION
i. If You do not consent to electronic delivery, You will receive a paper K-1 in the mail, which will be delivered to the address that we currently have on file.
ii. Your consent to electronic delivery will apply to all future K-1s unless consent is withdrawn by You (see (iv) below).
iii. If for any reason You would like a paper copy of your K-1 after You have consented to electronic delivery, You may submit a request via e-mail to firstname.lastname@example.org. Requesting a paper copy of Your K-1 will not be treated as a withdrawal of consent.
iv. If You would like to withdraw Your consent to electronic delivery, You may submit a notice via e-mail to email@example.com. Your consent is considered withdrawn on the date We receive Your written request to withdraw consent. We will confirm the withdrawal and its effective date in writing. A withdrawal of consent does not apply to a K-1 that was e-mailed to You in accordance with the Revenue Procedure before the effective date of the withdrawal of consent.
v. We will cease providing statements to You electronically if You provide a notice to withdraw consent, if you cease to be a partner in a partnership or if regulations change to prohibit the form of delivery.
vi. If You need to update Your contact information that We have on file, please e-mail the update to Us.
vii. We will notify you if there are any changes to the contact information of a partnership.
viii. You will need a computer, printer and software capable of opening documents in .pdf format to access, print and retain Your K-1.
ix. Your K-1 may be required to be printed and attached to a federal, state or local income tax return.
9. Links and Dealings with Outside Parties.
a. Public User Interactions with Registered Users. If You are a Public User using the Site and Services, Your interactions with Registered Users, whether via the Site or outside of the Site, are solely between You and such Registered Users. We make no warranties with respect to any information exchanged between You and such Registered Users. Any exchange of data or other interaction between You and a Registered User is solely between You and such Registered User, and shall be at Your own risk. You agree that We will not be liable, directly or indirectly, for any loss or damage of any kind or nature arising out of or related to, or incurred in reliance upon, any interactions between You and any Registered User.
b. Registered Users Interactions with Public Users. If You are a Registered User using the Site and Services, Your interactions with Public Users, whether via the Site or outside of the Site, are solely between You and such Public Users. We make no warranties with respect to any Public Users or any information exchanged between You and such Public Users. Any exchange of data or other interaction between You and a Public User is solely between You and such Public User, and shall be at Your own risk. You agree that We will not be liable, directly or indirectly, for any loss or damage of any kind or nature arising out of or related to, or incurred in reliance upon, any interactions between You and Public Users.
c. Third Party Interactions. We may provide tools through the Services or the Site that enable you to export information, including User Content, to third party services including through features that allow you to link your account on Our Site with an account on the third party service, or through our implementation of third party buttons. Additionally, we may provide other links or other access to third party sites and services through the Site. We have no control over any links or other resources available to You via the Site. Your interaction with any third parties via the Site or outside the Site are solely between You and such parties, and are the sole responsibility of You and such third parties. We do not endorse any content, advertising, products, or other materials on or available from such resources. We do not warrant any such third party providers or any of their products or services. Any exchange of data or other interaction between You and a third party provider, and any purchase or use by You of any product or service offered by such third party provider, is solely between You and such third party provider. You agree that We will not be liable, directly or indirectly for any loss or damage of any kind or nature arising out of or related to, or incurred in reliance upon, any such interactions, links, resources or content. You understand and agree that: (i) We are not responsible or liable for any injury, loss, or damage You incur as a result of any of Your interactions; and (ii) We will not become involved in the event of a dispute between You any and any other individual, organization, or third party.
10. Modifications to the Site. You understand and agree that We reserve the right to modify, suspend or discontinue any part or all of the Site or the Services at anytime and that We will not be liable to You (or to any other person) for doing so, even if such modifications make it more difficult or impossible for You or any other person to interact with the Site or obtain any service You have paid for.
11. Access and Security.
a. Your Responsibilities. It is strongly recommended that You log out and close all windows when you conclude your sessions with the Site. You are responsible for: (i) certain aspects relating to the security of the Site, including, but not limited to Your access, passwords and the facilities You utilize to interact with the Site; (ii) all of Your activities that occur through or in connection with the Site; (iii) any act or omission by You relating to access to and use of the Site; and (iv) implementing security and other policies and procedures necessary to limit access to the Site, including, but not limited to, the maintenance of the confidentiality of all user account information and passwords associated with Your Account. You agree to immediately notify Us of any attempted or actual unauthorized access or use of the Site and/or any other breaches of security. You acknowledge and agree that We will not be liable, directly or indirectly, for any acts or omissions by You. If You suspect or become aware of: (i) any loss of Your password; or (ii) any attempted or actual unauthorized access to Your accounts, You must immediately notify Us at [insert contact email].
b. Security of Your Content. Posting Your Content via the Internet inherently poses the risk of loss and unintended disclosure and access by third parties to Your Content, and we cannot and do not guarantee against such loss or unintended disclosures. You are responsible for backing up all of Your Content that you post on the Site, and We shall not be liable and You will not attempt to hold us liable for Your Content that is lost or unintended disclosure of Your Content while posting or transmitting Your Content using the Site or Services.
c. Transmissions and Processing of Services. You understand that the technical processing and transmission of Your electronic communications is fundamentally necessary to Your use of the Site. You expressly consent to Our interception and storage of Your electronic communications and/or Your data, including, without limitation, Your Content. You understand that Your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Us. You understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that We are not responsible for any electronic communication and/or Your data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Us.
13. Termination of Your Account.
a. Termination by You. You may cancel Your use of the Site at any time by providing written notice to Us in accordance with Our then-current account termination policy.
b. Termination by Us. We may cancel Your use of the Site for any of the following reasons:
ii. requests by law enforcement, government agencies or court order;
iii. security, technical issues or problems;
iv. non-payment of any fees owed by You; or
v. extended periods of inactivity.
c. Effects of Termination. You understand and agree that We will not be liable to You or any other person for any termination of Your right to use the Site. Upon termination, We may remove or delete any Content associated with You. We will have no further obligation to grant You any access to or use of the Site.
14. Your Indemnification of Us. You will indemnify, defend, and hold Us harmless from and against all liabilities, damages, a nd costs (including, but not limited to, reasonable attorneys’ fees, disbursements, and all settlement costs) arising out of or r elated to a third party claim regarding: (i) Your infringement or misappropriation of any Proprietary Rights; (ii) any of Your acts or om issions, including, but not limited to, Your misrepresentation of any information You provide to Us; (iii) any claims arising out of or related to Your Content; (iv) Your interaction with other Users (including Public Users and Registered Users); and (v) Your use of the Site in violation of this Agreement. We reserve the right, at Your expense, to assume the defense (if applicable) and control of any matter relating to Us, and Y ou shall provide reasonable assistance with respect to such claims. You will not settle any matter relating to Us or make any admission relat ing to Us without Our prior written consent.
15. Representations and Warranties.
a. Your Representations and Warranties. You represent and warrant that:
ii. All of the information You provide to Us is correct and You will timely update any and all investor financial information You provide to Us;
iii. You have had a full and fair opportunity to secure the advice of legal counsel, accountants, or other financial advisors with respect to Your participation in our Services;
iv. You have all the rights, power and authority necessary to grant the rights granted herein to Your Content;
v. You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You under this Agreement;
vi. All financial information provided by You via the Services is a complete and accurate representation of the applicable company's financial situation as of the date thereof;
vii. You will not harasses or causes distress or inconvenience to any person via the transmission of obscene or offensive material of any kind;
viii. You will not disrupt the normal flow of any access to, or use of, the Site or Services;
ix. You will use the Site and Services in compliance with all laws, rules, and regulations applicable to You;
x. You will not use the Site or any of the Services in a manner not permitted under this Agreement or in a manner that interferes with any websites or network resources operated by Us or any third party; and
xi. You agree to comply with all local rules regarding online conduct.
b. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
i. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SITE OR TO ANY INFORMATION, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY PRODUCTS OR SERVICES OFFERED VIA THIS SITE;
ii. WE MAKE NO WARRANTY THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE TIMELY, SECURE, ERROR-FREE OR OPERATE IN AN UNINTERRUPTED FASHION; (iii) ANYTHING AVAILABLE THROUGH OR OBTAINED FROM THE SITE (INCLUDING, BUT NOT LIMITED TO, AUTHOR-GENERATED CONTENT) WILL BE ACCURATE, RELIABLE, OR USEFUL; AND (iv) ANY ERRORS WILL BE CORRECTED;
iii. ANY INFORMATION, PRODUCTS, SERVICES, OR OTHER ITEMS OBTAINED VIA THE SITE ARE PROVIDED TO YOU SOLELY AT YOUR RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY HARM TO YOU OR TO OTHERS, DAMAGE TO YOUR COMPUTER, SYSTEMS, OR OTHERWISE, OR ANY LOSS OF DATA THAT RESULTS FROM ANYTHING OBTAINED VIA ANY INTERACTIONS WITH OR THROUGH THE SITE; AND
iv. ONLY THE LIMITATIONS WHICH ARE ALLOWED AND LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU. OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
16. Limitation of Liabilities. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE (INCLUDING ALL OF OUR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND LICENSORS) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STA TEMENTS OR CONDUCT OF ANY USERS OF THE SITE OR ANY THIRD PARTY ON THE SITE; (v) ANY INFORMATION, PRODUCT, OR SERVICE YOU OBTAIN THROUGH THE SITE; OR (vi) ANY OTHER MATTER RELATING TO THE SITE. OUR MAXIMUM AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF: (i) THE SUBSCRIPTION FEES YOU PAID US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING TH E EVENT WHICH GAVE RISE TO THE CLAIM; OR (ii) IF YOU DID NOT PAY ANY FEES TO US, FIVE DOLLARS ($5 USD). THESE LIMITATIONS SHALL APPL Y TO THE FULLEST EXTENT PERMITTED BY LAW.
17. General Terms.
b. Choice of Law. You and We agree that this Agreement will be governed by the law of the State of New York, USA, without regard to conflicts of law principles or provisions.
d. Force Majeure. Performance by any party of any obligation hereunder shall be excused if and for so long as such breach or failure to perform is caused by a force majeure event, and prompt notice thereof has been given to the other party. If any party fails to perform any duty or obligation hereunder as a result of a force majeure event, such party shall be required to fulfill its obligations hereunder within a reasonable time after the force majeure event ceases to exist.
e. No Assignment By You. You agree that Your rights under this Agreement are personal to You, and that You do not have the right to assign, transfer or convey (by operation of law or otherwise) this Agreement or any right or interest under this Agreement herein in whole or in part without Our prior written consent. Any attempt to do so shall be null and void.
f. We May Assign the Agreement. You understand that We may transfer ownership or operation of all or any part of the Site to another person, and You agree that if We do so We may assign Our rights and obligations under this Agreement to another person. You will remain bound by all of the terms and conditions of this Agreement following any such assignment by Us.
g. Our Right to Amend the Agreement. We have the right to update this Agreement at any time. We will endeavor to provide notice to you, however, it is your responsibility to check to see if this Agreement has been updated. You acknowledge and agree that if You use the Site following an update to this Agreement, You will automatically be bound by all of the terms in the updated Agreement as if those terms were in the original Agreement accepted by You.
h. Survival. In the event of any termination or expiration of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement.
i. Export Control Notice. Regardless of any disclosure made by You to Us of an ultimate destination or use of the Site or any Services, or other materials, products, goods, or services You obtain through the Site, You acknowledge and agree that such may be subject to the United States export control laws. You acknowledge Your exclusive obligation to ensure that Your obtaining and use of any Services, materials, products, goods, or services are in compliance with the United States export control laws.