We may revise these Terms from time to time without direct notice to you, and the most current version of these Terms will be available at [_______]. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
You are responsible for your use of the Services, for any Content you post to the Services, any Content you access from the Services, and for any consequences thereof. You acknowledge and agree that by consenting to these Terms and using the Services, Pitchboard may access certain information on your mobile electronic device. Your Content may be shared publicly by Pitchboard and be viewed by other users of the Services. Users of the Services, including you, are: (i) accredited investors who have been screened by us and permitted access to our Services (“Authorized Investors”) and/or (ii) investment professionals who have been screened by us and permitted access to the Services by paying the applicable Subscription Fees (“Authorized Professionals”). You should only upload to Pitchboard Content that you intend to share with Users under these Terms. You may use the Services only in compliance with these Terms and all applicable laws, rules and regulations. If you do not complete the screening process set forth herein for Authorized Investors and/or Authorized Professionals, you are permitted access to a limited portion of our Services, allowing you to connect with Authorized Investors and view Content regarding publicly listed securities only (a “Restricted User”, and, together with the Authorized Investors and Authorized Professionals, and as applicable, a “User” and collectively, the “Users”).
By using our Services, you represent and warrant that you and each Authorized User:
a. If an individual, are at least 18 years old;
b. Are legally qualified to enter a binding contract with Pitchboard;
c. 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;
d. Are not on any list of individuals prohibited from conducting business with the United States;
e. Are not prohibited by law from using our Services;
f. Do not have more than one account on our Services; and
g. Have not previously been removed from our Services by us, unless you have our express written permission to create a new account.
In order to be granted access to the Services as an Authorized Investor, in addition to the representations and warranties listed above, you represent and warrant as follows:
a. You are an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) Securities Act (an “Accredited Investor”). You are fully aware that the offering and sale of any securities through the Services, including any such securities you acquire, have not been and will not be registered under the Securities Act, or any applicable securities laws of any states or other jurisdictions and have been made in reliance upon federal and state exemptions for transactions not involving a public offering. You acknowledge that at no time were you presented with, or solicited by, any leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of general advertising or general solicitation with respect to any such securities.
b. Any investment you make or intend to make through the Services will be made for your own account and not for the account of any other person, for investment only, and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein.
c. You understand that you may be required to provide Pitchboard or any issuer of securities through the Services with information to determine whether you are a “restricted person”, as defined in FINRA Rule 5130, or a “covered person” for purposes of FINRA Rule 5131.
d. You have not been subject to any “disqualifying event” pursuant to Rule 506(d) of Regulation D under the Securities Act.
e. Any questionnaires and other information you submit to Pitchboard to verify your accredited investor status is true and correct in all material respects.
f. Any amounts paid by you to any issuer of securities through the Services are not and will not be, directly or, to your knowledge indirectly, derived from activities that may contravene U.S. federal or state, or non-U.S. laws or regulations, including laws and regulations governing money laundering and terrorist financing. You represent and warrant to, and agree and covenant with, Pitchboard, that, to the best of your knowledge, you are not named on any list of prohibited persons, entities or jurisdictions maintained and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or otherwise covered by any other sanctions program administered by OFAC. The lists of OFAC prohibited persons, entities or jurisdictions can be found on the OFAC website at www.treas.gov/ofac and you should review the website before making this representation.
In addition, in order to be granted access to the Services as an Authorized Professional, you acknowledge and agree that all offerings and issuances made through the Services (i) will be made pursuant to an exemption from the registration requirements of Rule 506(b) of Regulation D of the Securities Act and (ii) will be made in compliance with applicable federal state securities laws, and all other applicable federal and state laws and regulations governing the offer and sale of securities. You further agree to comply with all applicable laws, including laws relating to broker-dealer registration, investment advisory, money laundering, bribery, corruption and counter-terrorism. You agree and acknowledge that any questionnaires and other information you submit to Pitchboard to verify your identity and eligibility to use the Services as an Authorized Professional is true and correct in all material respects. For the avoidance of doubt, as an Authorized Professional you also make all of the representations and warranties set forth in the preceding paragraph.
If at any time you fail to meet these requirements, or if there is any change in any information you provide to Pitchboard in support of any of the representations, warranties and covenants listed above, you must notify us prior to or immediately upon learning of such failure or change, and we reserve the right to delete your account with Pitchboard, to revoke any and all Credentials held by you and any of your Authorized Users and to delete all Content uploaded by you to Pitchboard. You may continue to have access to the Services as a Restricted User following any such revocation, in our discretion.
4. Your Responsibilities and Use of Your Content
Liability: You acknowledge that you are solely responsible and liable for any and all use of the Services by you or any Authorized User, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you, will be deemed a breach of these Terms by you. You are further solely responsible for compliance with all applicable laws relating to your or any Authorized User’s use of the Services.
Content: The Services may allow you to upload Content and permit the hosting, sharing, or publishing of Content. You have sole responsibility for all Content uploaded to the Services by you. We are not responsible and make no representation or warranty concerning any Content uploaded to the Services by any third party. Pitchboard reserves the right to impose restrictions on the Content you upload, including, but not limited to, the amount of Content that can be uploaded and the length or expiry period for Content. You shall be solely responsible for the Content you submit and the consequences of Pitchboard’s posting, display, distribution, or publishing of such Content. In connection with any Content you or any of your Authorized Users submit, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Pitchboard to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content to enable inclusion and use of the Content in the manner contemplated by these Terms; and (ii) you have the written consent, release, or permission to use the name, image, or likeness of each individual identified in the Content. IN CONNECTION WITH CONTENT, YOU FURTHER AGREE THAT YOU WILL NOT SUBMIT MATERIAL THAT IS COPYRIGHTED, PROTECTED BY TRADE SECRET, OR OTHERWISE SUBJECT TO THIRD-PARTY PROPRIETARY RIGHTS, INCLUDING PRIVACY AND PUBLICITY RIGHTS, UNLESS YOU ARE THE OWNER OF SUCH RIGHTS OR HAVE PERMISSION FROM THEIR RIGHTFUL OWNER TO POST THE MATERIAL AND TO GRANT PITCHBOARD THE NECESSARILY RIGHTS GRANTED IN THIS SECTION. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PITCHBOARD FOR ANY AND ALL DAMAGE OR LIABILITY PITCHBOARD INCURS AS A RESULT OF YOUR VIOLATION OF THIS PARAGRAPH.
Acceptable Use: You agree not to misuse the Services or help anyone else to do so. For example, you must not try to do any of the following in connection with the Services:
a. probe, scan, or test the vulnerability of any system or network;
b. breach or otherwise circumvent any security or authentication measures;
c. access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you have not been invited to;
d. interfere with or disrupt any User, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
e. access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
f. send unsolicited communications, promotions or advertisements, or spam;
g. send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
h. promote or advertise products or services other than your own without appropriate authorization;
i. abuse referrals or promotions to get more storage space than deserved or to sell storage space received from referrals or promotions;
j. circumvent storage space limits;
k. sell the Services unless specifically authorized to do so;
l. publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terrorist propaganda;
m. advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;
n. harass or abuse Pitchboard personnel or representatives or agents performing services on behalf of Pitchboard;
o. violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading; or
p. violate the privacy or infringe the rights of others.
Equipment: You shall be responsible for providing, maintaining and ensuring that you and your Authorized Users are able to access and use the Services, including compatible hardware, software, internet access, security software, backup devices or services, and any other requirements. Pitchboard shall have no responsibility to provide any additional software or hardware. You, on your own behalf and on behalf of your Authorized Users, agree that Pitchboard shall have no responsibility for any data loss or other damage or loss suffered in connection with your use of the Services, including any failure to provide adequate security or backup devices or services.
Correct Information: You are responsible for ensuring Pitchboard has accurate and current information for your account, including current contact and payment information. You are further responsible for regularly reviewing the associated e-mail account for, and, if requested, responding to, any communications from Pitchboard.
Account Security: If you are provided with a user name, password, credentials file, or any other piece of information as part of any security procedure (“Credentials”), you must treat such information as confidential. You must not disclose Credentials to any other person or entity. You acknowledge that your account and Credentials are personal to you, and further agree not to provide any other person with access to the Services or portions of it using your Credentials. You agree to notify Pitchboard immediately of any unauthorized access to or use of your Credentials or any other breach of security. Pitchboard has the right to disable any Credentials or other identifier at any time, whether set up by you or any Authorized User, or provided by Pitchboard.
Compliance with Laws. You agree to use the Services only for lawful purposes, and to conduct your business and any transaction or offering of securities that uses the Services, in accordance with all applicable laws and regulations, including but not limited to all applicable federal and state laws and regulations governing the offer and sale of securities, money laundering, bribery, corruption and counter-terrorism.
Beta Services: You may choose to use Services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings (“Beta Services”) in your sole discretion. If you choose to use any Beta Services, you acknowledge and agree that: (a) Beta Services may not be supported and may be changed at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (d) PITCHBOARD WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK. In exchange for using Beta Services, you acknowledge and agree that Pitchboard may contact you or your Authorized Users to obtain Feedback regarding Beta Services. Beta Services are confidential until officially launched by Pitchboard. You agree to take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures you take to protect your own confidential information of a similar nature. You agree not to disclose information regarding Beta Services to any third parties, and will keep new features and functionality confidential until officially launched by Pitchboard. You may disclose information regarding Beta Services to the extent required by law or regulation if you give Pitchboard reasonable advance written notice, to the extent permitted, so Pitchboard can seek to prevent or limit the disclosure.
5. Your License to Use the Services
Except for the limited license to access the Services identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (ii) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.
6. Intellectual Property Rights; Feedback
Trademarks: Certain trademarks, service marks, and logos, including without exclusion the Pitchboard trademark and associated logo (the “Trademarks”) used and displayed in connection with the Services are owned by Pitchboard. The Services may also contain or refer to third-party trademarks, trade names, product names, and logos that may be registered trademarks of their respective owners. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed in connection with the Services without Pitchboard’s express written permission.
Copyrighted Works: All content provided in association with the Services and these Terms, including, but not limited to, computer software, images/video, electronic art, graphics, sounds/audio, data, communications programs, and user interfaces, executable code, computer code, and data formatted, organized, and collected in a variety of forms, including layouts, pages, screens, and databases and any and all other copyright-protected work associated with the Services (“Copyrighted Works”) are exclusively owned by Pitchboard and are protected by U.S. and international copyright laws. You agree not to directly or indirectly copy, reproduce, modify, create derivative works from, distribute, or publicly display the Copyrighted Works without the prior express written permission of Pitchboard.
Feedback: If you or any of your employees or Authorized Users sends or transmits any communications or materials to Pitchboard by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Pitchboard is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Pitchboard is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Pitchboard is not required to use any Feedback.
DMCA Copyright Notice
: Pitchboard respects the intellectual property rights of others and it is Pitchboard’s policy to expeditiously process and review and notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to Pitchboard at email@example.com
, and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit our administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number and email address; (v) a statement that you have 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; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. If you believe any content or materials posted or uploaded by you were improperly removed or disabled, you may submit a notice to firstname.lastname@example.org
with all of the following: (A) your signature (physical or electronic); (B) a description of the work at issue; (C) a statement under penalty of perjury that you have 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; and (D) your name, address and telephone number, and a statement that you consent to jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept service of process from the person who provided notification of the alleged infringement.
7. License Grant to Your Content
By submitting Content through the Services, you expressly grant, and you represent and warrant that you have a right to grant, to Pitchboard and our third-party partners, a royalty-free, transferable, perpetual, irrevocable, non-exclusive, fully sublicensable worldwide license to use, reproduce and store such Content, in whole or in part, and in any form, format, media or technology, whether now known or hereafter developed, for use in connection with the Services. You agree that this license includes the right for Pitchboard to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other Users of the Services identified by you, subject to these Terms. You understand, acknowledge, and agree that: (i) all rights in this paragraph are granted by you without the need for any additional compensation of any sort to you (cash or otherwise); and (ii) Content owned by you does not include Feedback.
8. Restrictions on Content and Use of the Services
We reserve the right to immediately suspend or terminate Users from the Services or to remove any Content for any reason or no reason. We also reserve the right to access, read, preserve, and disclose any information or Content as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, (v) protect the rights, property or safety of Pitchboard, its Users and the public, or (vi) protect our legitimate business interests. In the event we determine, in our sole discretion, to remove any Content you have uploaded, we will use commercially reasonable efforts to notify you of such removal and the reasons for its removal.
Any Authorized Investor or Authorized Professional who is suspended or terminated from the Services will, as of and following the date of such suspension or termination, no longer be charged or required to pay, Subscription Fees. If an Authorized Investor or Authorized Professional who is suspended from the Services is again permitted to access the Services, such User will be liable for and will be charged Subscription Fees once again as of and following the date of such permitted access, and Pitchboard will use its reasonable best efforts to notify such User within a reasonable timeframe prior to any such charge that such Authorized Investor or Authorized Professional’s access to the applicable Services are being reinstated and its charges for Subscription Fees will resume.
You shall not use the Services for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, directly or indirectly, and shall not permit any third party to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iii) use the Services 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 otherwise violates any law, regulation, or other legal requirement.
As an Authorized Professional, you may post Content that includes general advertising and solicitation materials in accordance with Rule 506(c) under the Securities Act. Such Content will be made available only to Authorized Investors. As an Authorized Professional, you agree to notify Pitchboard of any additional restrictions or limitations that apply to the Authorized Investors who may view such Content.
9. Your Interactions with Other Users.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS, AND YOU AGREE TO TAKE ALL REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT PITCHBOARD DOES NOT CONDUCT SCREENINGS OF ITS USERS, OTHER THAN AS SET FORTH IN THESE TERMS. PITCHBOARD ALSO DOES NOT CONDUCT CRIMINAL BACKGROUND OR IDENTITY VERIFICATION CHECKS ON ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. PITCHBOARD MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR INTERESTS, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY INJURY POTENTIALLY INCURRED BY ITS USERS. PITCHBOARD RESERVES THE RIGHT TO CONDUCT ANY SCREENINGS OF ITS USERS AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
10. No Endorsement, Sponsorship, or Guarantee of Users or Third Parties.
PITCHBOARD DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT PROVIDED THROUGH THE SERVICES, OR (II) ADOPT, ENDORSE, NECESSARILY AGREE WITH, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS IN THE SERVICES. IF YOU ARE ACCESSING CONTENT PROVIDED BY OTHER USERS, YOU ACKNOWLEDGE AND AGREE THAT SUCH CONTENT IS BEING PROVIDED TO YOU BY SUCH OTHER USER(S) AND NOT BY PITCHBOARD. YOU AGREE TO MAKE YOUR OWN INDEPENDENT ASSESSMENT OF ANY SUCH CONTENT AND SEEK YOUR OWN PROFESSIONAL ADVICE REGARDING SUCH CONTENT AND ANY ACTION TAKEN ON THE BASIS OF SUCH CONTENT. UNDER NO CIRCUMSTANCES WILL PITCHBOARD OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE SERVICES, OR TRANSMITTED TO OR BY ANY USERS.
Pitchboard may suspend or terminate your account or cease providing you with all or part of the Services at any time for any reason and without notice, including, but not limited to, if we believe: (i) you have violated these Terms; (ii) you create security or other risk or possible legal exposure for us; (iii) our provision of the Services to you is no longer commercially viable; or (iv) prolonged inactivity on your account. We will make reasonable efforts to notify you by the email or through your account of such termination. We are not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.
Upon such termination or suspension, excepted as provided in these Terms, you will not be entitled to any refund of any Service Fees or unused fees in connection with your account.
After your account is terminated, these Terms will terminate except any rights or obligations that, by its nature, should survive account termination shall survive, including: the representations by Authorized Investors and Authorized Professionals regarding compliance with applicable laws, including relating to securities, broker-dealer, investment advisor, money-laundering and counterterrorism laws set forth in Section 3, Section 6 (Intellectual Property Rights; Feedback), Section 9 (Your Interactions with Other Users), Section 10 (No Endorsement, Sponsorship or Guarantee of Users or Third Parties), Section 11 (Termination), Section 12 (Disclaimers, Limitations of Liability, and Indemnity), Section 15 (Arbitration and Governing Law) and Section 16 (Miscellaneous) shall survive such termination.
12. Disclaimers, Limitations of Liability, and Indemnity
Pitchboard tries to keep the Services accessible, error-free and safe, but cannot guarantee that the Services will be secure or that access to or use of the Services will be uninterrupted or free of errors or omissions. Pitchboard does not warrant that the Services will operate error-free, or that the Services and Pitchboard’s servers are free of computer viruses or other harmful components. Pitchboard uses reasonable care and skill in providing the Services, but beyond that, the Services are provided without any warranties of any kind. 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 the Services for any reconstruction of any lost data. PITCHBOARD AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THE SERVICES “AS IS WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND PITCHBOARD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WHETHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. PITCHBOARD DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THE AVAILABILITY OF CONTENT, THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PITCHBOARD OR A PITCHBOARD-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLES TATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY.
NOTHING HEREIN OR IN ANY OTHER WRITTEN AGREEMENT BETWEEN PITCHBOARD AND YOU, YOUR AFFILIATES OR REPRESENTATIVES SHALL CONSTITUTE AN OFFER TO BUY, SELL, ENDORSE, OR RECOMMEND SECURITIES. Pitchboard is a service provider to investors and investment professionals. The Services provides third-party information, including Information provided by you and by persons and entities like you and provides a forum and platform for third parties, including you and persons like you, to publish Information, review Information as well as find, meet and communicate with other persons and entities. PITCHBOARD DOES NOT BUY, SELL OR TRADE SECURITIES OF ANY KIND. You represent and warrant that you and your affiliates acknowledge and agree that none of Pitchboard or any of its affiliates, is a registered representative under the Financial Industry Regulatory Authority (“FINRA”), a member of FINRA or associated with any member of FINRA, a registered crowdfunding portal under Regulation CF, or a broker-dealer registered with the SEC under the Exchange Act of 1934, as amended.
You acknowledge and agree that at times the Services may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Pitchboard may undertake from time to time without notice to you; or (iii) causes which are beyond the control of Pitchboard or which are not reasonably foreseeable.
IN NO EVENT WILL PITCHBOARD, ITS AFFILIATES, 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 SERVICES OR ANY CONTENT ASSOCIATED WITH THE SERVICES, OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT PITCHBOARD HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT LIABILITY CANNOT BE EXCLUDED OR LIMITED AS SET FORTH ABOVE, IN NO EVENT SHALL PITCHBOARD BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF THE AMOUNT ACTUALLY PAID BY YOU TO PITCHBOARD UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING ANY SUCH CLAIM.
THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.
You agree to indemnify, defend, and hold harmless Pitchboard, our affiliates, advertisers and each of our/their respective directors, officers, shareholders, employees, independent contractors, agents, representatives and successors and assigns, from and against any losses, liabilities, suits, claims, actions, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees and expenses) directly or indirectly resulting from, arising out of, relating to or in connection with (i) violation of these Terms by you, any Authorized User or other person using your account or Credentials, (ii) your or any Authorized User’s access to or use of the Services, (iii) any information used, stored, or transmitted in connection with your account or Credentials; (iv) breach of the rights of any third party, including but not limited to privacy, publicity, intellectual property, or other proprietary rights, by you, any Authorized User or anyone using your account or Credentials; or (v) violation of any law, regulation, or other legal requirement. This paragraph is intended to be applicable to the maximum extent allowed by law.
13. Purchases and Subscriptions
You may have the opportunity to purchase products and services from Pitchboard. If you purchase a subscription, it will automatically renew indefinitely, and you will be charged, until you cancel. By purchasing a subscription, you are explicitly consenting to an indefinitely automatically renewing subscription pursuant to these Terms. The applicable fees for a subscription will be communicated to you at the time of your registration and purchase via the Services (“Subscription Fees”). Subscription Fees will be charged monthly in accordance with these Terms. We may modify Subscription Fees on no less than 10 days’ prior written notice to you via the Services and via email to the email address you have provided to us for communication purposes.
If you are a California resident, this section serves as a clear and conspicuous notice pursuant to California's "Automatic Renewal Law" (Cal. Bus. & Prof. §17600, et seq) that discloses to you the terms of your subscription renewal, our cancellation policy, and instructions on how to cancel your subscription.
If you register as and become a User, you agree to pay the prices displayed to you for the Services you’ve selected as well as any sales or similar taxes that may be imposed on your payments, and you authorize Pitchboard to charge the payment method you provide (your “Payment Method”). Pitchboard may correct any billing errors or mistakes even if we have already requested or received payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, Pitchboard may terminate or downgrade your account immediately in its sole discretion, on the basis that you have determined that you do not want such Pitchboard paid subscription.
In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. Certain Users may be entitled to request a refund. See below for more information.
Generally, all purchases are final and nonrefundable, and there are no refunds or credits for partially used periods, except if the laws applicable in your jurisdiction provide for refunds.
In accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at Consumer Information Division, 1625 North Market Blvd., Suite N112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
The Services may contain, and the Services or third parties may provide, advertisements and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that the Company is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found in or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.
15. Arbitration and Governing Law
Except for Users residing within the European Union and elsewhere where prohibited by applicable law:
a. The exclusive means of resolving any dispute or claim arising out of or relating to these Terms (including any alleged breach thereof) or the Services shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against the Company any class action, class arbitration, or other representative action or proceeding.
b. By using the Services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and the Company (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
c. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the Company (except for small-claims court actions) may be commenced only in the federal or state courts located in the state of Texas. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
d. These Terms, and any dispute between you and the Company, shall be governed by the laws of the state of Texas without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
For Users residing in the European Union or elsewhere where this arbitration agreement is prohibited by law, the laws of the state of Texas, U.S.A., excluding Texas’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms or the Services. All claims arising out of or relating to these Terms or the Services will be litigated exclusively in the federal or state courts of the state of Texas and you and Pitchboard consent to personal jurisdiction in those courts.
[California consumer protection laws impose special requirements on automatically renewing subscriptions. Pitchboard must provide to the consumer comprehensive terms
: what they are being charged for, how much they will be charged, how often they will be charged, how long the automatic renewal term will last (or that the term will continue until the consumer cancels), the minimum purchase obligation (if any), and how and when they can cancel in a manner that “the consumer can retain
” (i.e. an email confirmation). A class action was recently filed alleging violations of this law.]