Acceptance of These Terms
Changes to the SPC Website
SPC reserves the right to modify or discontinue the SPC Website with or without notice to you. SPC will not be liable to you, or any third party should it exercise its right to modify or discontinue the SPC Website. If you object to any such changes, your sole recourse will be to cease access to the SPC Website, and any content accessed through the SPC Website.
Copyright, Trademark, and Proprietary
The works of authorship contained in the SPC Website, including, but not limited to, all design, text, sound recordings, and images—are owned, except as otherwise expressly stated, by SPC and may not be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, uploaded, posted, framed, altered, stored for subsequent use, or otherwise used in whole or in part in any manner without SPC's prior written consent, except to the extent that such use constitutes "fair use" under the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of SPC's proprietary rights.
You may link to the SPC Website, provided that (i) the appearance, position, and other aspects of the link do not damage or dilute the goodwill associated with SPC's name and trademarks; (ii) the link and/or website that is being linked does not violate SPC's or any third party’s intellectual property rights; (iii) no aspect of the link, including the appearance and position of the link, may create the appearance that an entity is associated with or sponsored by SPC when association or sponsorship does not exist; (iv) the link, when activated by a user, must display the SPC Website web page in its entirety and not within a "frame" on the linked website; and (v) SPC reserves the right to revoke its consent to the link at any time in its sole discretion and you shall remove the link within five (5) days.
All other trademarks used on the SPC website are property of their respective owners. The absence of a name, logo, or other mark on this list does not constitute a waiver of any and all intellectual property rights that SPC has established in any of its products, services, programs, features, service marks, service names, or logos. Third parties may not use the Licensed Marks without SPC’s prior written permission.
Members Only Access
The SPC Website has restricted access platforms for various uses. All access requests placed through the Website are subject to our acceptance. We reserve the right at any time after access has been requested and subsequently granted, to decline access for any or no reason and without liability to you or anyone else. We may require verification of information prior to the acceptance of and granting access. In addition, we may require additional information to comply with Regulatory requirements.
The Blind Deal Sharing platform is designed to furnish interested parties with blind deal profile information to allow for introductions with the intention of actively referring parties in the hopes of conducting a future transaction. SPC is not authorized to bind the parties to any transaction or control the transaction in any manner, outside of Regulatory Compliance, to include but not limited to: State, FINRA and SEC compliance. All clients, as represented by Registered Representatives of SPC, have the right to refuse introductions to any party for any reason. The intended audience for this platform is limited to professional investment entities, such as Private Equity Groups, and Institutions. Access for personal or otherwise unexempt Buyers/Investors under Regulation Best Interest is strictly prohibited.
Some of SPC’s platform services are available only by paid membership. Paid members are charged on a monthly fee basis through a third party payment service, and are non-refundable. SPC reserves the right to change its fee policy from time to time. In particular, SPC may at its sole discretion introduce new products and services and modify some or all of the existing products and services offered on the Website. In such an event, SPC reserves the right to introduce fees for the new products and services offered or amend/introduce fees for existing products and services. SPC also reserves the right, with or without prior notice, to: (i) limit the availability of or to discontinue any product or service; (ii) to impose conditions on any promotion; (iii) to bar any user from making any purchase; and/or (iv) to refuse to provide any user with any product or service. All fees are payable in US currency to the SPC entity. You shall be solely responsible for compliance with all applicable laws for making payments to SPC. All payments shall be made in advance to subscribe to the Services. Subscribers are entirely responsible for the payment of all taxes. All payments will be made through the website’s online subscription software. SPC will not be responsible for or assume any liability whatsoever in respect of any loss or damage arising directly or indirectly to you while making payments to SPC or through use of the website.
In no case may you:
decompile, reverse engineer, disassemble, modify, distribute, or create derivative works or improvements from the SPC Website or any portion thereof, or attempt to discover any source code, protocols, or other trade secrets in the SPC Website;
obtain or attempt to obtain unauthorized access to SPC’s Website or network;
use the SPC Website in violation of applicable laws or regulations;
use any process to monitor or copy the SPC Website in bulk, or use any data mining, scraping or harvesting tools (including robots), or any similar data-gathering or extraction tools;
use any device, software, or routine to bypass any software or hardware that limits the volume or frequency of requests for the SPC Website;
attempt to interfere with the proper working of the SPC Website, including taking any action that imposes an unreasonable or disproportionately large load on the SPC Website (including by making voluminous, excessive, or repetitive requests for data) or introduce a virus or other malware to the SPC Website;
alter or modify the content of the SPC Website;
create derivative works or improvements from the SPC Website;
use the SPC Website or Licensed Marks in a manner that infringes, violates, or misappropriates SPC’s, its affiliates’, or a third party’s intellectual property rights;
use the SPC Website in any manner that disparages SPC or is otherwise threatening, vulgar, or inappropriate as SPC determines, in its sole discretion;
remove, obscure, make illegible, or alter any original copyright or other notices or indications placed on the SPC Website; or
use the SPC Website for any purposes for which you have not been granted written permission by SPC.
Disclaimers; Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT THE SPC WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS, AND THAT YOUR USE OF THE SPC WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SPC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, CONTRACTORS, AND LICENSORS (THE “SPC PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SPC WEBSITE AND YOUR USE THEREOF. SPC MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE QUALITY, TRUTHFULNESS, VALIDITY, ACCURACY, OR COMPLETENESS OF THE SPC WEBSITE OR ANY THIRD-PARTY WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS OR OMMISSIONS IN ANY CONTENT; (II) TECHNICAL ERRORS AFFECTING THE SPC WEBSITE IN ANY WAY; (III) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SPC WEBSITE BY ANY THIRD PARTY; AND/OR (IV) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SPC WEBSITE.
NO ADVICE, INFORMATION, OR DATA, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPC OR THROUGH OR FROM USE OF THE SPC WEBSITE SHALL BE INTENDED TO PROVIDE ANY LEGAL, TAX, INVESTMENT, OR FINANCIAL ADVICE OR TO BE COMPLETE ON ANY SUBJECT MATTER CONTAINED THEREIN.
IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF SPC PARTIES SHALL NOT EXCEED $100.
Links to Other Sites
The SPC Website may contain links to websites owned or operated by third parties. If you leave the SPC Website, SPC has no control over the contents of any linked website and is not responsible for these websites or their content or availability. SPC therefore makes no guarantees, representations, or warranties, express or implied, about such linked websites, the third parties they are owned and operated by, the information contained on them, or the suitability or quality of any of their products or services. A link to a third-party website from the SPC Website does not imply sponsorship, approval, affiliation, or endorsement by SPC. Your use of links to third-party websites is at your own risk, and SPC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by, related to, or in connection with any third-party website(s).
Other SPC Policies and Terms
In the event of any actual or threatened unauthorized use of the SPC Website, SPC will be entitled, without waiving any other rights or remedies, to immediate injunctive or equitable relief from a court of competent jurisdiction and may obtain any order restraining any threatened or future unauthorized use or loss in each case, on use of affidavit evidence or otherwise, and without furnishing proof of actual damages or posting a bond or other surety.
Choice of Law
Blind Deal Pipeline Subscription Agreement
Last Modified: 11/20/2023
These terms govern your access and use of the Blind Deal Pipeline Platform identified in your Order Form (“Subscription Services”) and together with the Order Form create a binding contract (“Agreement”) between you ("Customer," "you," or "your") and Stillpoint Capital, LLC, a Florida limited liability company ("Company," "we," or "us").
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON ON THE ORDER OR BY ACCESSING OR USING THE SUBSCRIPTION SERVICES (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SUBSCRIPTION SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. YOU MUST BE AN ELIGIBLE REGISTERED REPRESENTATIVE OR PROFESSIONAL INVESTMENT ENTITY TO BE ELIGIBLE TO USE THE SUBSCRIPTION SERVICES. IF YOU SUBSCRIBE TO THE SERVICES AND COMPANY DETERMINES IN ITS SOLE DISCRETION THAT YOU ARE NOT ELIGIBLE THEN COMPANY MAY, IN ITS SOLE DISCRETION, IMMEDIATELY TERMINATE YOUR ACCESS TO THE SUBSCRIPTION SERVICES WITHOUT REFUND. INDIVIDUAL INVESTORS AND PERSONS INVESTING FOR PERSONAL REASONS MUST NOT USE THE SUBSCRIPTION SERVICES.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
Please read these terms carefully. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SUBSCRIPTION SERVICES.
(a) "Authorized User" means the person to assigned a user name and password.
(b) "Company IP" means the Subscription Services, its contents and all results obtained from your use of the Subscription Servicesand all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from Company's monitoring of Customer's access to or use of the Subscription Services but does not include Customer Data.
(c) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Subscription Services or to Company.
(d) “Order Form” means the form identifying the Subscription Services and any other services that you are purchasing from us.
(e) “Reports” means reports reflecting the sorting and filtering of any searches that you perform through the Subscription Services.
(f) "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Subscription Services.
2. Access and Use.
(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Company hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Subscription Services and Reports during the Term for your internal business purposes only.
(b) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Subscription Services, any software component of the Subscription Services, or Reports for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Subscription Services or its contents, or any software component of the Subscription Services, , in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription Services or its contents except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services or its contents, in whole or in part; (iv) remove any proprietary notices from the Subscription Services or its content; or (v) use the Subscription Services or its contents in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
(c) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Company may monitor Customer's use of the Subscription Services and collect, and compile data and information related to Customer's use of the Subscription Services to be used by Company in compliance with Company’s Disclosure and Privacy Statement, including to compile statistical and performance information related to the provision and operation of the Subscription Services ("Aggregated Statistics"). As between Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. You acknowledge that Company may compile Aggregated Statistics based on Customer Data input into the Subscription Services and use the same in an aggregated and anonymized matter. You agree that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
(d) Reservation of Rights. Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Company IP.
(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Subscription Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Customer's or any other Authorized User's use of the Company IP disrupts or poses a security risk to the Company IP or to any other customer or vendor of Company; (C) Customer or any other Authorized User is using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Company's provision of the Subscription Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company's access to or use of any third-party services or products required to enable Customer to access the Subscription Services; or (iii) in accordance with Section 4 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Company will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
3. Customer Responsibilities.
(a) Account Use. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Subscription Services and shall cause Authorized Users to comply with such provisions.
(b) Customer Data. Customer hereby grant to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data and as may be necessary for Company to provide the Subscription Services to Customer. Customer also grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics and to use Customer Data for the purpose of evaluating potential transaction opportunities and either us or our representatives contacting you regarding the same. Customer warrants and represents that the transfer and disclosure of Customer Data to Company for the use of the same as provided herein does not violate any policy or terms referenced in or incorporated into this Agreement or any applicable laws, including intellectual property, trade secrets and privacy laws. Customer is solely responsible for the development, maintenance, accuracy, and back-up of Customer Data.
(c) Passwords and Access Credentials. Customer and Authorized Users are responsible for keeping all passwords and access credentials associated with the Subscription Services confidential. Customer and Authorized Users will not sell or transfer them to any other person or entity. Customer will promptly notify us about any unauthorized access to Customer’s passwords or access credentials.
(d) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to Customer for acceptance within the Subscription Services by website link or otherwise. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products.
(e) Customer Systems. Customer and each of your Authorized Users will and are responsible for: (i) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Subscription Services including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, mobile devices and the like (collectively, “Your Systems”); (ii) maintaining the security of all of Your Systems; (iii) acquiring any third party rights, licenses and/or consents necessary to connect to, integrate with, access or otherwise use the Subscription Services or any feature, functionality or tool thereof, in whole or in part; and (iv) maintain regular data backups or redundant data archives for any Customer Data provided to us or through the Subscription Services. Customer acknowledges and agree that failure to obtain and maintain Your Systems, to meet any applicable technical requirements of or relating to the Subscription Services, or to obtain any necessary third-party rights, licenses and/or consents, may cause the Subscription Services to be unavailable, or function ineffectively or inappropriately. Company will in no event be responsible for any downtime, losses, failures, or liabilities that arise as a result of Customer’s failure to comply with the requirements set forth in this Section.
4. Subscription Terms, Fees and Payment. You are purchasing a thirty (30) day subscription to the Subscription Services (“Term”). The Term will automatically renew for additional terms unless terminated as permitted herein. The Customer shall pay Company the monthly fees identified in the Order Form ("Fees") for the duration of the Term without offset or deduction. The Fees will be billed in advance of providing the Subscription Services. Customer’s credit card will be automatically billed the Fees at the beginning of each Term. Customer consents to charging the Monthly Fees to Customer’s credit card, will not dispute such charges, and warrants and represents that the credit card information provided to Company or Company’s third-party payment processor shall be valid and remain valid for the duration of the Term. Customer shall make all payments hereunder in US dollars. If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) Company may immediately suspend or terminate your access to the Subscription Services until such amounts are paid in full or in accordance with Section 2(e). All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company's income. All Fees paid are nonrefundable and there are no refunds or credits for unused or partially used subscriptions. We have the right to increase the Fees at any time for the Subscription Services identified in the Order Form upon prior notice to Customer, and Customer’s continued use of the Subscription Services after receipt of such notice will constitute Customer’s acceptance of the Fee increase.
5. Confidential Information. From time to time during the Term, Company and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire three (3) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Notwithstanding the foregoing, Company will include information concerning Customer’s business that Customer may deem to be Confidential Information in the Subscription Services and publish such information to users of the Subscription Services provided that Company removes Customer’s name and address from such information.
6. Intellectual Property Ownership; Feedback. As between Customer and Company; (a) we own all right, title, and interest, including all intellectual property rights, in and to the Subscription Services and (b) Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data. If Customer or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Subscription Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. Customer hereby assigns to us on Customer’s behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
7. Limited Warranty and Warranty Disclaimer.
(a) Customer Warranty. Customer warrants and represents that: (a) it owns all right, title, and interest, including all intellectual property rights, in and to Customer Data or that Customer has the authority to transfer and share Customer Data with us; (b) the transfer and sharing of Customer Data with us for the use with the Subscription Services is in compliance with all applicable laws, rules and regulations, including data privacy laws; (c) Customer is not an individual investor or investing for personal reasons.
(b) THE SUBSCRIPTION SERVICES AND ALL RESULTS OBTAINED THEREFROM (“RESULTS”) ARE PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SUBSCRIPTION SERVICES OR RESULTS WILL MEET CUSTOMER’S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
(a) Company Indemnification. Company shall indemnify, defend, and hold Customer and its officers and directors harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Subscription Services, or any use of the Subscription Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Company in writing of the Third-Party Claim, cooperates with Company, and allows Company sole authority to control the defense and settlement of such Third-Party Claim. If such a Third-Party Claim is made or Company reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit Company, at Company's sole discretion, to (i) modify or replace the Subscription Services, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If Company determines that neither alternative is reasonably available, Company may terminate this Agreement and the Subscription Services, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Subscription Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. This Section will not apply to the extent that any such Third-Party Claim arises from Customer Data, Third-Party Products or claims arising from your breach of Section 2(d).
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Company's option, defend Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim arising from Customer’s breach of this Agreement. provided that Customer may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
9. Limitations of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED ONE (1) MONTH’S FEES.
(a) Termination. Customer may terminate the Subscription Services at any time during the Term by emailing us at firstname.lastname@example.org. In addition to any other express termination right set forth in this Agreement: (i) we may terminate this Agreement for any reason upon thirty (30) days prior written notice to you at the email address contained in your Account Profile: (ii) immediately if Customer: (a) breaches this Agreement; (b) , files, or have filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law which is not dismissed within thirty (30) days; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) apply for or have appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(b) Effect of Termination. If you elect to terminate the Subscription Services and you are in compliance with the terms of this Agreement then access and use of the Subscription Services shall terminate at the end of the then current billing period. If you are not in compliance with the terms of this Agreement or we terminate this Agreement as provided herein then your access and use of the Subscription Services shall immediately terminate. Upon termination of this Agreement, you shall immediately discontinue use of the Company IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
(c) Survival. This Section 10(c) and Sections 2(c), 3(b), 5, 10(b) and 11-16, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration] of this Agreement, will survive any such termination or expiration.
11. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through direct email communication from us at least thirty (30) days before the modifications become effective (“Modification Notice”) and you are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Subscription Services after the effective date of the modifications will be deemed acceptance of the modified terms.
12. Export Regulation. The Subscription Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Subscription Services or the software or technology included in the Subscription Services to or make the Subscription Services or the software or technology included in the Subscription Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Subscription Services or the software or technology included in the Subscription Services available outside the US.
13. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
14. Waiver of Jury Trials and Binding Arbitration.
(a) YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures ("Commercial Rules"). The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. All arbitration hearings shall occur exclusively in Tampa, Florida.
15. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to internet connectivity, acts of God, flood, fire, earthquake, pandemic, third-party illegal conduct, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
16. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our address on the Order Form and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, by recognized overnight courier service, and are deemed given upon receipt by us or via email to email@example.com with delivery receipt requested. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Subscription Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. Customer acknowledges and a agrees that a breach or threatened breach of Section 2(b) or Section 5 shall cause Company irreparable harm for which monetary damages will not be and adequate remedy and Company shall be entitled to seek equitable relief (including an injunction) should Customer breach or threaten to breach such sections. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
Last Modified: 11/20/2023
BY CLICKING ON THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE PORTAL YOU: (A) ARE OUR REGISTERED REPRESENTATIVE; (B) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (C) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS THEN DO NOT USE THE PORTAL. COMPANY MAY DISCONTINUE REGISTERED USER’S ACCESS AND USE OF THE PORTAL IF THESE TERMS ARE NOT ACCEPTED.
Changes to these Terms
We may revise and update these Terms from time to time in our sole discretion (“Revised Terms”). Your continued access and use of the Portal after receipt of our email constitutes your acceptance of the revised terms.
Access and Use of Portal
Subject to your compliance with these Terms and your status as an active Registered Agent in good standing with us, you are hereby granted a limited, non-exclusive, non-transferrable, revocable license to access and use the Portal for your internal business purposes pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, we may, in our sole discretion: (a) suspend or terminate your access and use of the Portal; (b) modify the Portal, in whole or in part, including modifications that decrease functionality; or (c) discontinue the Portal, in whole or in part.
Intellectual Property Ownership.
As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Portal. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Portal, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
You hereby grant to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the data you enter into the Portal (“Representative Data”) and perform all acts with respect to the Representative Data and as may be necessary for Company to provide the Portal to you. You warrant and represent that the transfer and disclosure of Representative Data to us as permitted herein does not violate any policy or terms referenced in or incorporated into these Terms or any applicable laws, including intellectual property, trade secrets and privacy laws. You are solely responsible for the development, maintenance, accuracy, and back-up of Representative Data.
Accessing the Portal and Account Security
We reserve the right to withdraw or amend the Portal in our sole discretion without notice. We will not be liable if for any reason all or any part of the Portal is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Portal.
To access the Portal, you may be asked to provide certain registration details or other information. It is a condition of your use of the Portal that all the information you provide through the Portal is correct, current, and complete.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Portal or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
You may use the Portal only for lawful purposes and in accordance with this Agreement. You agree not to use the Portal:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Portal, or which, as determined by us, may harm the Company or users of the Portal, or expose them to liability.
Additionally, you agree not to:
Use the Portal in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Portal, including their ability to engage in real time activities through the Portal.
Use any robot, spider or other automatic device, process or means to access the Portal for any purpose, including monitoring or copying any of the material on the Portal.
Use any manual process to monitor or copy any of the material on the Portal, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Portal.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Portal, the server on which the Portal is stored, or any server, computer or database connected to the Portal.
Attack the Portal via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Portal.
Use the Portal for any purposes beyond the scope of the access granted in this Agreement.
Copy, modify, or create derivative works of the Portal.
Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Portal or its contents except as expressly permitted under these Terms.
Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Portal.
The Portal may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, "Interactive Services") that allow Registered Users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Portal.
All User Contributions must comply with the Content Standards set out in these Terms.
By providing any User Contribution on the Portal, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material to other Registered Users.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Portal.
Monitoring and Enforcement; Termination
We have the right to:
Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Portal or the public or could create liability for the Company.
Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Portal.
Terminate or suspend your access to all or part of the Portal for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Portal. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
While we do monitor posts that contain links, videos, and images, we do not undertake to review all material before it is posted on the Portal and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Portal. User Contributions must in their entirety comply with all applicable federal, state, local and international laws, and regulations. Without limiting the foregoing, User Contributions must not:
Contain any personal or client confidential information.
Identify and identifying information of a security transaction or potential securities transaction.
Contain any discussion regarding any securities compliance related issues.
Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
Reliance on Information Posted
The information presented on or through the Portal is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials.
This Portal may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Portal will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PORTAL OR ANY ITEMS OBTAINED THROUGH THE PORTAL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT.
YOUR USE OF THE PORTAL IS AT YOUR OWN RISK. THE PORTAL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PORTAL. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PORTAL, ITS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PORTAL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PORTAL.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Portal, including, but not limited to, your User Contributions, any use of the Services’ content and any results obtained from the services other than as expressly authorized in these Terms.