1. Syndicately as a Platform Provider
Syndicately provides a platform that allows its users to monitor and manage Special Purpose Vehicle (“SPV”) and other types of investment vehicles (“Investments”). Syndicately is a platform provider only and does not offer any investment, financial, tax, or legal advice, broker/dealer services, financial services, or lending/ credit services. Syndicately is not regulated by or otherwise subject to the Gramm-Leach Bliley Act or the Dodd-Frank Act. Any tools provided on the platform are for your convenience only. You alone are responsible for verifying that any tools or content available on the Services, including without limitation, any forms, or form generating tools, are accurate and appropriate for your use. Syndicately does not review the accuracy or reliability of any information provided or uploaded by any user or other third party. Your use or reliance on any content or information on the Services is at your own risk and Syndicately shall not be liable for any damages or losses related to your use of such content. Please be aware that, by initiating or authorizing any activity on your account, you are expressly authorizing Syndicately to complete the transaction as indicated. You will be solely responsible for any mistakes, errors, or inaccuracies you make on the Services, and the legal consequences thereof.
You are solely responsible for your use of the Services and for any consequences thereof. You expressly agree to use the Services only in accordance with applicable laws. Syndicately will not be liable for any damages or losses that occur as a result of your use of the Services, including without limitation, any damages or losses related to Investments that you are managing or tracking on the Services, your tax obligations or any other financial matters.
Syndicately may assist you transferring funds to or from a third-party financial provider, such as your personal bank or another third-party as part of the Investment management process (“Financial Provider”), however, Syndicately is not affiliated with any Financial Provider and is not a party to any agreement you have with a Financial Provider. Syndicately is not making any endorsements, guarantees or representations regarding any Financial and you are solely responsible for any interaction you have with a Financial Provider. Please review the policies, including without limitation, the privacy policies of any Financial Providers before you authorize Syndicately to send any funds or information to these entities. Financial Providers will be permitted to use any funds or information you send via the Syndicately Services in the same manner as if the information was provided directly to the Financial Provider. You expressly agree not to name Syndicately as a party in any dispute you have with: (i) any Financial Provider; (ii) related to any Investment; and (iii) with any third-party related to information you have stored on or that has otherwise been transmitted via the Services.
2. Basic Terms
You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you: (i) can form a binding contract with Syndicately; and (ii) are a citizen or permanent resident of the United States or are a person or entity that is not barred from accessing the Services under the laws of the United States or other applicable jurisdiction. If you are using the Services to participate in an Investment, you may only do so if you meet all the necessary requirements and criteria. If you are using the Services on behalf of a business or organization, you are expressly representing that you have the full right and authority to use the Services and to take any actions on or related to the Services. If you are under 18 years of age you may not use or access the Services for any reason. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, Syndicately may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for Syndicately granting you access to and use of the Services, you agree that Syndicately, third party providers and partners may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.
You may have the option to invite third parties to join the Services or participate in an SPV. You may only invite third parties that have expressly agreed to receive that type of communications from us on your behalf. You may not use the Services to send unsolicited or other emails that could be considered SPAM.
If you send or authorize Syndicately to send an invitation to a third-party to join the Services, you are expressly representing that the third-party has requested to join the Services and communication extending the invitation was sent in accordance with applicable law.
You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other accounts that you may connect to your Syndicately account. Syndicately cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
Every user of the Services is required to have their own access account—account sharing is strictly prohibited. You are expressly prohibited from allowing any third-party access to the Services via your account.
5. Content on the Services
Please be aware that
By uploading any data or content (“User Content”) to the Services, you represent and warrant that (i) you own and control all of the rights to the User Content or you otherwise have all necessary rights to upload such Content to the Services; (ii) the Content is accurate and not misleading or harmful in any manner; and (iii) the Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, or regulation.
6. Syndicately Rights
All right, title, and interest in and to the Services and any content available on the Services are and will remain the exclusive property of Syndicately and its licensors. The Services and its content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Syndicately reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Syndicately, or the Services are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
7. Restrictions on Use of The Services
We reserve the right at all times (but will not have an obligation) to suspend and or terminate Users or reclaim usernames without liability to you.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Syndicately’s computer systems, or the technical delivery systems of Syndicately providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Syndicately (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Syndicately (NOTE: scraping the Services without the prior consent of Syndicately is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services.
8. Ending These Terms
The Terms will continue to apply until terminated by either you or Syndicately as follows.
You may end your legal agreement with Syndicately at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us at firstname.lastname@example.org. Please note that deactivating your account may not relieve you of any payment obligations you have pursuant to a subscription or other agreement with Syndicately.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except those Sections you would expect to survive termination.
Nothing in this section shall affect Syndicately’s rights to change, limit or stop the provision of the Services without prior notice, as provided above.
9. Disclaimers, Limitations of Liability and Indemnity
Please read this section carefully since it limits the liability of Syndicately and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Syndicately Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
The Services are Available “AS-IS”
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE SYNDICATELY ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Syndicately Entities make no warranty and disclaim all responsibility and liability for: (i) any actions of any Syndicately user, including without limitation, any Organizer or any Financial Provider or any User Content or other information uploaded by a User or other third-party; (ii) any injury, harm, property damage, illness or other loss that occurs as a result of uploading, transmitting or otherwise displaying any information or User Content on the Services; (iii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information on the Services; (iv) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (v) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (vi) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (vii) any advice or information you receive through the Services; and (iix) any damages or losses associated with any investment you view, monitor or manage on the Services. No advice or information, whether oral or written, obtained from the Syndicately Entities or through the Services, will create any warranty not expressly made herein.
The Services may contain links to third-party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by the Syndicately Entities of such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.
C. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SYNDICATELY ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SYNDICATELY ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID SYNDICATELY, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE SYNDICATELY ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Syndicately Entities from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations, including without limitation, any investigation or enforcement action by regulatory agencies such as the Securities and Exchange Commission, related to (1) your failure to comply with the Terms; (2) your interactions with any other Syndicately User or your use or reliance on the User Content of any Syndicately User or other third-party; (3) your User Content, including without limitation, and any injury, harm damage or loss that falls to you or a third-party related to your User Content or any information you upload or transmit through the Services; (4) any claim, investigation, lawsuit, or other proceeding related to your use of the Services being in violation of applicable law, standard, duty or obligation; (5) any Investment or your interactions with a Financial Provider or Portfolio Company; (6) your tax obligations or other legal obligations related to any Investment; (7) any personal or other information of a third party that you upload to the Services or any invitation to join an SPV or the Services that you authorize or initiate; and (8) any activity in which you engage on or through the Services.
10. GENERAL TERMS. Waiver and Severability
The failure of Syndicately to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
A. Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the state of New Hampshire without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Hillsborough County, New Hampshire, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree that you may only bring claims against Syndicately related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.
B. Entire Agreement
We may revise these Terms from time to time, the most current version will always be at this location. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 8 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
C. Consent to Transact Electronically
When you use the Services or otherwise communicate with Syndicately, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will do so by e-mail or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
If you have any questions about these Terms, please contact us.