CapVenture Partners LLC Website Terms of Service Agreement
This Terms of Service Agreement (this “Agreement”) governs your access and use of the CapVenture Partners LLC (“CVP”) Website (the “Website”) and any CVP Content (defined below) therein provided by CVP and its affiliated entities.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR ACCESS TO AND USE OF THE WEBSITE. BY ACCESSING AND USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WHICH ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND OUR TERMS OF SERVICE, DO NOT ACCESS OR USE THE WEBSITE.
This Agreement is a binding agreement between you and CVP, and you are solely responsible for your use of the Website and any data, information, materials, statements or other content (“CVP Content”) made available through the Website. CVP reserves the right to add, modify or delete any CVP Content at any time and from time to time. and has no duty to update such CVP Content.
1. Consent to Electronic Communications. CVP may be required by law to send communications to you that pertain to the Website and your use thereof. By using the Website or CVP Content, you consent to receive these communications electronically (e.g., via email or through the Website).
2. Rights to Access and Use the Website and Content. Subject to the terms and conditions of this Agreement, CVP grants you permission to access and use the Website and CVP Content on any electronic device (“Device”) that you own or control. Any updates to, supplements to or replacements of the Website or CVP Content is governed by this Agreement unless separate terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms.
3. Restrictions on Access and Use. The preceding states the entirety of your rights with respect to the Website and CVP Content and CVP reserves all rights in and to the Website or CVP Content not expressly granted to you in this Agreement. The license granted to you in Section 3 does not allow you to do any of the following: (a) use the Website or CVP Content on any Device you do not own or control; (b) download, cache, save, distribute, copy, license, rent, sell, resell, publish, lease or otherwise transfer the Website, CVP Content or any other proprietary materials or information of CVP to any third party; (c) reverse engineer, decompile, disassemble or attempt to discover any source code or trade secrets related to the Website, CVP Content or any other proprietary materials or information of CVP; (d) modify, alter or create any derivative works of the Website or CVP Content; (e) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Website or CVP Content; (f) work around any technical limitations in the Website or CVP Content; or (g) use the Website or CVP Content for purposes other than your own personal use. Unless stated in this Agreement or otherwise by CVP, nothing in this Agreement shall be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication or otherwise. If you breach any of these restrictions, you may be subject to prosecution and damages. Your right to access and use the Website and any CVP Content are revocable at any time.
4. Ownership of the Website. The Website and CVP Content are made available, but not sold, to you. The Website and CVP Content are the valuable property of CVP and its licensors and is protected by copyright and other intellectual property laws and treaties. CVP, and its licensors, own all right, title and interest in and to the Website and CVP Content, including all copyright and other intellectual property rights therein. CVP reserves all rights not expressly granted to you.
6. Support Services. CVP is not obligated to provide any support or maintenance services for the Website or CVP Content at any time. However, if you have any questions regarding the Website or CVP Content, please contact CVP at “firstname.lastname@example.org”.
7. No Warranty. To the fullest extend permitted by applicable law, you acknowledge that (a) the website may contain bugs, errors and defects; (b) use of the website and CVP content is at your sole risk; and (c) the entire risk as to satisfactory quality, performance and accuracy of the website and CVP content is solely with you, and (d) CVP content may be incomplete or inaccurate, may contain errors or may have become out of date. Accordingly, the website and all CVP content are provided “as is,” “as available,” with all faults, defects and errors and without warranty of any kind. CVP disclaims all warranties (express and implied and arising by law or otherwise) regarding the website and all CVP content and its performance or suitability for your intended use, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, completeness, accuracy or currentness of CVP content and non-infringement. CVP shall have no liability of any kind for the use of, or inability to use, the website or CVP content or for any loss of data. CVP does not represent or warrant that the website or CVP content will be delivered free of any interruptions, delays, omissions or errors (collectively, “faults”) or in a secure manner or that any faults will be corrected. No oral or written information or advice given by CVP or its authorized representatives shall create any warranty. In the event that the website or CVP content is defective, you assume the entire cost of all necessary servicing, repair or correction.
8. Important Disclosures.
The Website is not intended to be and does not constitute an offer to sell any securities or a solicitation of any offer to purchase any securities.
All views, opinions and estimates in any CVP Content may change at any time without notice to you.
Any CVP Content or other communication provided by CVP is intended to be generalized information about CVP. CVP, its employees and other agents are prohibited from providing, and do not provide, personalized tax, investment, legal or other business and professional advice to any taxpayer (other than CVP), including without limitation to any individual potential or current investor in any firm. No CVP Content or other communication by CVP, its employees and other agents is intended or written to be used by any such taxpayer for the purpose of avoiding tax penalties. All such taxpayers are strongly advised to seek advice from an independent tax advisor based on such taxpayer’s particular circumstances.
9. Indemnification. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless CVP and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “CVP Parties”) from all CVP Parties’ or any third party’s claims of any kind, whether in tort, contract or otherwise (collectively, “Claims”), including damages to property or personal injury, that arise from or relate to your access or use of the Website or CVP Content. In the event of any Claim that the Website, or your use thereof, infringes any intellectual property rights of a third party, you agree to contact CVP promptly and directly. You will cooperate with the CVP Parties in defending such Claims. CVP Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any indemnities set forth in any other written agreement between you and CVP.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CVP OR ANY OF THE CVP PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ACCESS OR USE OF THE WEBSITE OR CVP CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY CVP CONTENT OR OTHER INFORMATION OBTAINED FROM CVP, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CVP’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CVP AND THE CVP PARTIES (JOINTLY), WHETHER IN CONTRACT ARISING OUT OF OR IN ANY WAY RELATED TO THE WEBSITE OR CVP CONTENT EXCEED TEN DOLLARS ($10.00).
11. No Export. You may not use or otherwise export or re-export the Website or CVP Content, except as authorized by United States law and the laws of the jurisdiction in which the Website or any CVP content was obtained. In particular, but without limitation, the Website and the CVP Content may not be exported or re-exported to (a) any U.S. embargoed countries; or (b) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
13. Legal Compliance. By accessing and using the Website or CVP Content, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You will comply with all applicable laws, rules and regulations, including, but not limited to, U.S. export control laws.
14. Term; Termination. This Agreement will begin from the date you first access or use the Website and will continue until terminated by CVP. This Agreement may be terminated by you at any time by discontinuing your use and access to the Website and destroying all information and materials obtained by you or on your behalf from the Website and all related documentation and all copies and installations thereof.
15. Governing Law; Arbitration. This Agreement will be governed and construed under the laws of the State of New York without regard to conflicts of law provisions. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by and in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. The number of arbitrators shall be one. The place of arbitration shall be New York, New York. If any arbitration claim is necessary to enforce or interpret the terms of the Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
16. Severability. If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be interpreted to mean its maximum enforceable effect pursuant to applicable law so as to effect the intent of this Agreement, and will otherwise be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
17. Contact. If you have any questions or concerns regarding the Website, CVP Content or this Agreement, please contact CVP at:
CapVenture Partners LLC
45 Broadway, 24th Floor
New York, NY 10006
Phone: (646) 963-2030