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ANGELROOT, INC.
TERMS OF SERVICE
May 1, 2016
Thank you for your interest in AngelRoot ™. Please read the following Terms and Conditions carefully and make sure you understand and agree with all provisions herein before accessing any information or content available on or through the AngelRoot website or utilizing the AngelRoot platform or participating in any of the services available on, through or in connection therewith.
The following terms and conditions constitute an agreement between you and AngelRoot, Inc., a New York State Benefit corporation (“ARI”, “We” or the “Corporation”), a social enterprise business. ARI is the operator of the AngelRoot website (the “Site”). This agreement (the “Terms of Service” or “TOS”) together with our “Privacy Policy” governs your use of the Site, whether as a “Visitor” or “Registered User” or “Startup” or “Ambassador” all as defined below.
BY ACCESSING THE SITE OR UTILIZING THE PLATFORM OR PARTICIPATINNG IN ANY OF THE SERVICES AVAILABLE VIA THE SITE AND/OR BY REGISTERING, YOU SIGNIFY THAT YOU AGREE TO THESE TERMS OF SERVICE, INCLUDING OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE AND TO ALL OF THE CORPORATION’S DECISIONS IN CONNECTION THEREWITH, WHICH ARE FINAL AND BINDING IN ALL MATTERS RELATED TO THE SITE, THE PLATFORM AND SERVICES.
Introduction. The Site is designed to provide an ecosystem for those who create, fund, and help grow businesses. The database which underlies the Site (the “Platform”) is intended to help Registered Users discover each other and connect, but it is not a platform to conduct investment transactions – if such transactions are to take place, they must be undertaken outside of the Site.
Without limiting the provisions herein: (a) The Corporation is not a broker/dealer, funding portal or investment advisor and is not registered as such with any federal, state or private regulator; (b) Participation in the Site does not constitute an offer by the Corporation to sell or promote, or the solicitation by the Corporation of any offer to buy, any security or investment interest in the business ventures of any User of the Site; and (c) That any sale or purchase of a security shall be a private transaction without any involvement by or remuneration to the Corporation.
The Corporation does not give investment advice, endorsement, analysis or recommendations with respect to any securities. Information contained in the Site is content provided by registered users ("User Content") and is the responsibility of the applicable user. The Corporation has not taken any steps to verify the adequacy, accuracy or completeness of any User Content. Neither the Corporation nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any User Content.
1. DEFINITIONS
As used throughout the Terms of Service, the Privacy Policy, on the Site, and in supplemental materials available on or through the Site, the following terms shall be defined as follows:
  • Accredited Investor means, in accordance with Rule 501 of Regulation D of the Securities Act of 1933, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010:
    • any bank, insurance company, registered investment company, business development company, or small business investment company;
    • any employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions for the plan, or if the plan has total assets in excess of $5 million;
    • any charitable organization, corporation or partnership with assets exceeding $5 million;
    • any director, executive officer or general partner who is transacting in the securities of his or her own company’s securities in regards to such transactions only;
    • any business in which all the equity owners are accredited investors;
    • any natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million, excluding the value of the primary residence of such person;
    • any natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or any trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases are made by a sophisticated person.
  • Applicant means any Entrepreneur, Intellectual Property Custodian, Company, Pre-Company or Technology Transfer
  • Company means any entity, as opposed to a natural person, that has applied to publish or has published a Profile of itself on the Platform.
  • Pre-Company means any yet-be-formed entity to which, the Entrepreneur who is considering forming such entity, has applied and has published a Profile of such yet-to-be-formed entity on the Platform
  • Technology Transfer means any yet-be-formed entity to which, an Intellectual Property Custodian, on behalf of his or her respective university or research institute, has applied and has published a Profile of such yet-to-be-formed entity on the Platform
  • Startup means any Company, Pre-Company or Technology Transfer
  • Ambassador means any firm, club, group, association or other organization that has registered on the Site and has been granted access to the Platform. Investors and Mentors can register the firm where they work and the clubs, groups and professional associations where they belong to sponsor the networks where they are a community member. Ambassadors include, but are not limited to: Funding portals; VC, angel and micro funds; investment clubs; corporate venture capital subsidiaries; social network groups; student and alumni clubs; incubators and accelerators; business, professional and financial services providers; deal syndicators (Super Angels); university career services and entrepreneurial departments; private equity; conference providers and funding connectors; professional associations; economic development agencies; and receivables/invoice factors. Typically, Ambassadors use the Site to promote themselves, their program and events.
  • Registered User means any individual who has registered on the Site and has been granted access to the Platform. The following are the four (4) categories of Registered Users; where each of the following definitions is explicitly designed to and does reflect a unique set of conditions governing manners and purposes in and for which the corresponding category of Registered Users may utilize the Platform and Services:
  • Entrepreneur means a Registered User who has elected to participate principally for the purpose of publishing a Profile for a Company or a Pre-Company. Typically, an Entrepreneur is the founder or one of the team members of the Company;
  • Intellectual Property (IP) Custodian means a Registered User who is a faculty or staff member of a university or research institute whom has elected to participate principally for the purpose of publishing a Profile of a Technology Transfer. Generally, an IP Custodian, on behalf of his/her school or research institute, is someone who is looking to recruit a core business management team and/or to begin engaging in discussions with seed capital investors prior to his/her university or research institute forming a company to commercialize its intellectual property;
  • Investor means a Registered User who has digitally affirmed his or her status as an Accredited Investor and/or who has agreed to comply with the annual investment limitation cap for crowd funded securities and the other provisions defined in Jumpstart our Business Startups Acts of 2012 (H.R 3603, the “Jobs Act”). Typically, an Investor is a financially sophisticated individual who routinely invests in early stage companies and who is familiar with angel and seed round financing transactions, or an investment fund fiduciary such as an employee of a venture capital firm or strategic venture capital organization;
  • Mentor means any Registered User who has digitally affirmed that he or she will not access the Platform for the purpose of seeking investment opportunities unless and until he or she also registers as an Investor. Typically, a Mentor is a seasoned businessperson or a financial professional amenable to rendering his or her firm’s or individual expertise, time and/or talent to an early stage company and in consideration for such services rendered, be amenable to receiving equity in said company, in accordance with all applicable laws.
  • Securities Act means the Securities Act of 1933 (ch. 38, Title I, Sec. 1, 48 Stat. 74), as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (P.L. 112-90)
  • Profile means a web page on the Site that displays information about a Startup, an Ambassador, an Ambassador’s event or program, or a Network. Typically, an Entrepreneur would write a Startup Profile about his/her Company. After the Profile is written, the Entrepreneur would “publish” it in one or more Networks with the hope that it would be reviewed and rated by the Investors and Mentors who have joined the network where the Profile is published.
  • Screening Committee Member means any Investor or Mentor who participates in rating and commenting on the information contained in Startup Profiles. Typically, a Screening Committee Member is an active Investor experienced in screening investment opportunities. ARI may, in its sole discretion, disallow or terminate Screening Committee Membership. Such would be the case if a Screening Committee Member contemporaneously rated his/her own Company Profile. Screening Committee Members in some cases are also referred to as “judges”.
  • Services mean all of the face to face events (e.g. Showcases, Conferences, etc.) and programs hosted by Ambassadors and all other services available on, through or in connection with the Site.
  • User means any Registered User, Startup and Ambassador.
  • Visitor means anyone who accesses any portion of the Site.
2. CHANGES TO THE TERMS OF SERVICE
We may change the Terms of Service at any time, as we reasonably deem appropriate. Upon any material change in the Terms of Service, we will post the amended agreement on the Site with notice of the changes and/or send you an email notifying you of the nature of the material modifications and providing a link to the amended agreement for your review. Your continued use of the Site, utilization of the Platform or participation in Services following any such posting or notification shall constitute your affirmative acknowledgment of the changes to the Terms of Service and your agreement to abide and be bound by the Terms of Service, as amended. If at any time you choose not to accept the Terms of Service, including following any modifications hereto, then you agree not to access the Site or use the Platform or participate in Services.
3. WEBSITE AND SERVICES
AngelRoot was created to provide a forum for Investors and Mentors to discover and connect with Startups. From time to time, as We so determine in our sole discretion: We may add or delete features to the Site and Platform; substitute new features for one or more of the existing features; or discontinue or suspend one or more of the existing features. Information about new features will be included on the Site, and all Users of new features will be governed by the Terms of Service. You agree that ARI will not be liable to you or any third party for any suspension or discontinuation of features on the Site or Platform.
4. SECURITIES LAW COMPLIANCE POLICIES
Notwithstanding any provision hereof, the Corporation does not function as a broker-dealer or Crowd funding intermediary or investment advisor and is not registered as such with any federal or state regulator. Any sale or purchase of a security shall be a private transaction between an Applicant and an Investor without any involvement by or remuneration to the Corporation. Fees charged by ARI, including without limitation, application fees, listing fees, Ambassadorship fees and network guest membership fees do not constitute and shall in no way be considered “sales commissions” or “finders’ fees.” Participation on the Site or inclusion on the Platform does not constitute an offer or solicitation of an offer by ARI, and you agree not to utilize ARI for the purposes of promoting, offering or soliciting any offer to buy any security or investment interest.
The Corporation does not endorse, recommend or offer any opinion with respect to the suitability of any particular security for any particular person in any jurisdiction. Although ARI strives to ensure the integrity of the Site and content of the Platform, ARI conducts no independent investigations to verify the factual information submitted by Applicants and makes no representations or warranties with respect to the information provided by Applicants. Each Investor must rely on his or her own judgment regarding the merits of a particular investment opportunity and negotiate the terms of his or her own investments. Likewise, ARI conducts no independent investigations to verify the information provided or affirmations made by Ambassadors or Investors and makes no representations or warranties with respect to the financial status or sophistication of any Ambassador or Investor. Prior to accepting capital from any Investor, Applicants should independently investigate the merits of each such opportunity and consult with knowledgeable advisors concerning any associated legal and tax implications. Each Investor and Applicant agrees to and warrants and represents that he or she will comply with all applicable securities laws and regulations in connection with his or her use of the Site and Platform.
5. ELIGIBILITY FOR PARTICIPATION
In order to utilize the Platform and many of the Services, you must first register as one or more of the following types of Registered Users: (i) Entrepreneur; (ii) IP Custodian; (iii) Investor; and/or (iv) Mentor. Registered Users must be eighteen (18) years of age or older, or of legal age to form a binding contract in your jurisdiction if that age is greater than eighteen (18) years of age, to register or use the Site, utilize the Platform or participate in the Services. Use of the Platform and Services is void where prohibited by applicable law, and the right to access the Platform is revoked in such jurisdictions.
Persons convicted of a felony or misdemeanor in connection with the purchase or sale of any security or involving the making of any false filing with the United States Securities and Exchange Commission, and persons subject to a final order of a regulatory body that bars the person from engaging in the business of securities, insurance, or banking or which constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct within the prior ten (10) year period are prohibited from registering as either an Investor or a Mentor; and, not withstanding how such persons are registered, they are prohibited from submitting a Startup Profile or Ambassador Profile.
By using the Site and/or the Platform and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into the Terms of Service and to abide by all of the terms and conditions set forth herein.
  • Investors: In order to register as an Investor you must be an Accredited Investor or agree to comply with the annual investment limitation cap for crowd funded securities and the other provisions defined in Jumpstart our Business Startups Acts of 2012 (H.R 3603, the “Jobs Act”). You must also possess such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks inherent of investing in early stage companies, including but not limited to the fact that typically, the securities of early stage companies are considered “restricted securities,” under Rule 144 of the Securities Act, and thus, typically, are illiquid and highly speculative. By registering as an Investor, you further agree to contact ARI if at any time there is any change in your status.
  • Applicants: Applicants should not submit any materials containing trade secrets, proprietary or confidential information. ARI shall not have any obligation, duty or responsibility to maintain or attempt to maintain the confidentiality of any information you submit, and ARI shall have no liability of any kind whatsoever with respect to any inadvertent or intentional disclosure or use thereof. ARI expressly reserves the right to disclose Applicant information as required by law.
  • Mentors: By registering solely as a Mentor, and not as an Investor, you certify that your use of the Platform is devoid of any investment intent and that you will not access or use any information available on or through the Platform for any investment related purposes unless and until you register as an Investor and affirm your eligibility as an Investor. Each Mentor further warrants and represents that in connection with his/her use of the Platform, the Mentor will not promote or offer his or her services as a broker-dealer unless the Mentor is a member of a securities association, registered pursuant to Section 15(a) of the Securities Exchange Act of 1934.
  • IP Custodians: By registering with as an IP Custodian, you certify that you are fully authorized by a nationally or internationally recognized university, research institute or similar such organization to explore potential opportunities to commercially exploit technologies and other forms of intellectual property on behalf of that university or institution or that of a company affiliated therewith.
6. REGISTRATION
As part of the registration process, all Registered Users will create a username and password. The username and password that you provide are your credentials (“Credentials”) for accessing the Site, utilizing the Platform and participating in the Services that are available to Registered Users. You are responsible for keeping your Credentials confidential and for notifying us if they have been hacked or stolen.
In order to register, Registered Users will also be required to provide us with certain personally identifying information, the precise nature of which will vary depending upon whether you are registering as an Investor, Mentor, Entrepreneur, or as an IP Custodian, and whether you are a student or alum of a university that has a network on the Platform. Our Privacy Policy explains the information practices that apply to this and to any other information we have about you, as well as any choices you can make about the ways your information is used. Please review it carefully.
7. USER RESPONSIBILITIES
You are responsible for all use of the Site, the Platform and the Services by you, as well as by others to whom you give your Credentials or whom you invite. You may use the Site, utilize the Platform and participate in the Services for lawful purposes only. You may not use the Site, utilize the Platform or participate in the Services in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other User’s use of the Site, the Platform or the Services. You may not attempt to gain unauthorized access to the Site, the Platform any Services, the accounts of any Registered Users or our computer systems or networks, through hacking, password mining or by any other means. Without limiting anything else contained herein, you agree that you shall not (and you agree not to allow any third party to):
  • copy, modify, adapt, translate, or reverse engineer any portion of the Site or the Platform;
  • remove any notices of copyright, trademark or other proprietary rights contained in or on the Site and / or the Platform or in any content or other material obtained via the Site and/or the Platform
  • use any robot, spider, website search/retrieval application or other automated device, process or means to access, retrieve or index any portion of the Site or the Platform;
  • reformat or frame any portion of the web pages that are part of the Site or the platform;
  • contact or “spam” other Registered Users with unsolicited advertising or other mass-communications;
  • create Registered User accounts by automated means or under false or fraudulent pretenses
  • collect or store personal data about other Registered Users in connection with the prohibited activities described in this paragraph
  • claim any right to access, view or alter any source code or object code on the Site or the Platform
  • We may take any legal action and implement any technical remedies we deem appropriate to prevent the violation of this provision and to enforce the Terms of Service generally.
8. USER CONTENT
We reserve the right, but not the obligation, to monitor the Site, the Platform and the Services; to remove any content, including but not limited to any listing, pitch, executive summary, rating, review, comment, photograph, graphic, image, video, or other material which is submitted, published, distributed, transmitted and/or displayed on or through the Site, the Platform or Services by any of our Registered Users (hereinafter, “User Content”), which violates the Terms of Service or is otherwise offensive, as determined in our sole discretion; and to investigate and take appropriate legal action against any Registered User who violates this provision, including without limitation, removing offending User Content from the Site, the Platform and Services and terminating the registration of and blocking use of the Site, Platform, and Services by all such repeat offenders. We are not, however, responsible for any failure or delay in monitoring the Site and/or the Platform and/or Services or in removing offending User Content. We shall not have any obligation, duty or responsibility to maintain or attempt to maintain the confidentiality of any User Content and shall have no liability of any kind whatsoever with respect to any inadvertent or intentional disclosure or use thereof. In addition:
  • You are solely responsible for your User Content.
  • You undertake to only provide User Content that you have a right to provide and publish on the Platform.
  • You may not post any User Content which, in whole or in part, is subject to the copyright, trademark or any other intellectual property rights of a third party without obtaining the prior written consent of said third party;
  • You understand and agree that We may review and delete any User Content that, in our sole judgment, violates the Terms of Service or which might be offensive, illegal, or that might violate the rights of, harm or threaten the safety of any other User.
By submitting User Content, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, ARI and each of its respective affiliates, contractors, Ambassadors and Registered Users, an irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide, non-exclusive license to use, copy, publicly perform, digitally perform, publicly display, and distribute such User Content and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such User Content.
You are advised and you acknowledge that any prospective financial information concerning any Applicant that may be featured in any User Content will inherently represent a projection of future events which may or may not occur and which will be based on assumptions which may or may not prove to be accurate. And you are prohibited from and agree not to submit any User Content that:
  • is false or intentionally misleading, including that which falsely expresses or implies that such content or material is sponsored or endorsed by ARI;
  • is unlawful, harasses or advocates harassment of another person, promotes or encourages illegal activity;
  • involves the transmission of unsolicited mass mailing or “spamming;”
  • infringes, misappropriates or violates the intellectual property, publicity, privacy or any other rights belonging to you or any third party;
  • is threatening, obscene, defamatory or libelous; or
  • is pornographic or sexually explicit in nature.
9. USER INDEPENDENCE ARI has no control over and as a result, shall have no liability of any kind whatsoever in connection with any comment, review, rating or any other content posted or published on/through the Site, the Platform or Services by any User (including but not limited to any Screening Committee Member), such that each User shall operate wholly independent of ARI and shall be solely responsible for his or her conduct in connection with the Site, the Platform and Services. Notwithstanding the foregoing, Users explicitly agree to abide by all User Responsibilities and User Content restrictions listed in Sections 7 and 8 hereof, respectively, and all other provisions of these Terms of Service.
10. OFF-SITE PARTICIPATION IN EVENTS AND PROGRAMS
Showcases and Events: As part of the Services, we contemplate that Ambassadors will host various events such as showcases where startups are be invited to make presentations about their respective businesses. We do not guarantee that any showcase will take place on any particular date, time or location. You agree that We will not be liable to you or any third party for any suspension or alteration or cancellation of any showcase or event.
Email and Other Off-Site Communications: Any and all contact, communication or transaction taking place between or amongst Registered Users outside of the Site shall be at each participating Registered User’s own risk, and the Registered User shall be solely responsible for compliance with all applicable laws and regulations in connection therewith. All Registered Users are encouraged to seek independent legal, investment and tax advice regarding the Registered User’s individual circumstances and financial objectives.
We do not authorize use of the Site, the Platform or Services by or for any mass solicitation purposes whatsoever. To enforce this policy, We may, at any time, in our sole discretion, place limitations on the quantity and/or manner of permissible communications between and amongst Registered Users. We specifically reserve the right to limit or prohibit communications by or among Registered Users that, in our sole judgment, appears to be initiated by unscrupulous or dishonest persons, or that contradicts the Purpose. We further reserve the right to terminate the participation of and deny Site and/or Platform access to any Registered User who violates this policy. We may modify this policy at any time without prior notice.
11. FEES AND BILLING POLICIES
Application Fees: Applicants may be required to pay an “Application Fee” when they submit their Startup’s Profile. In accordance with the information contained on the Site, the payment of such Application Fee shall activate the discoverability of the Profile on the Platform and entitle the Applicant to choose the network(s) where the Profile will be published. Investors and Mentors who have joined the networks chosen will then be able to review, rate and comment on the User Content contained on the Profile. Such reviews, ratings and comments will then become available to the Applicant by way of Feedback.
Financial Aid: We reserve the right to waive all or a portion of the Application Fee for any Applicant if We determine, in our sole discretion, that such waiver is appropriate under the given circumstances.
Guest Listing Fees: Should an Applicant elect to publish its Startup Profile in a network other than a network in which the Profile would otherwise be eligible to be published for free, Applicants may be required to pay a monthly recurring “Guest Listing Fee” for each additional network chosen. Such Guest Listing Fees will automatically renew on a monthly basis, unless and until the Applicant chooses to discontinue having its Profile published in that particular network or otherwise cancels the Startup’s participation in the Platform. Should the Applicant ever choose to discontinue its Startup’s Profile listing, rendering that Startup inactive then the Applicant shall remain liable for any and all outstanding Guest Listing Fees incurred by the Applicant prior to and during the active billing cycle.
Guest Membership Fees: Should a Registered User elect to join a network other than a network in which they would be eligible to join for free, Registered Users may be required to pay an annual “Guest Membership Fee”. Such Guest Membership Fees will automatically renew on an annual basis, unless and until the Registered User chooses to “un-join” that particular network or otherwise cancels his or her participation in the Platform. Should any Registered User choose to “un-join” a network or discontinue his/her participation on the Platform, then the Registered User shall remain liable for any and all outstanding Guest Membership Fees incurred prior to and during the active billing cycle.
Ambassador Sponsorship Fees: Should an Ambassador elect to sponsor more than the number of networks permitted to be sponsored for free, Ambassadors may be required to pay a quarterly recurring “Ambassador Sponsorship Fee” for each additional network sponsored. Such Ambassador Sponsorship Fee will automatically renew on a quarterly basis, unless and until the Ambassador chooses to discontinue having its Profile published in that particular network or otherwise cancels the Ambassador’s participation in the Platform. Should the Ambassador ever choose to discontinue its Profile listing, rendering that Ambassador inactive then the Ambassador shall remain liable for any and all outstanding Ambassador Sponsorship Fees incurred by the Ambassador prior to and during the active billing cycle.
Payment of Fees: Payment of all fees, shall be remitted to the Corporation by entering a valid credit card number, expiration date and CVV code, along with the name exactly as it appears on the card and associated billing address. By providing your credit card information, you authorize the Corporation and/or its third party payment processor to immediately charge your card for the total amount of such fees and you agree to be responsible for payment in full of all related charges. Furthermore, you warrant and represent that all payment information you provide is true, correct and complete. All transactions are subject to payment verification.
FEES PAID TO ARI DO NOT CONSTITUTE AND SHALL IN NO WAY BE CONSIDERED “SALES COMMISSIONS” OR “FINDERS’ FEES.”
12. COPYRIGHT DISPUTE POLICY
We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act. It is ARI’s policy to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, sponsors, affiliates, content providers or Registered Users; and (b) remove and discontinue service to repeat offenders. If you believe that material or content residing on or accessible through the Site, the Platform or the Services infringes a copyright, please send a notice of copyright infringement containing the following information to ARI.
  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
  • Identification of works or materials being infringed;
  • Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that ARI is capable of finding and verifying its existence;
  • Contact information about the notifier including address, telephone number and, if available, email address;
  • A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
  • A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
13. PROPRIETARY CONTENT
Except for User Content, all of the content and materials available on or through the Site and/or the Platform, including without limitation, text, photographs, graphics, images, software and audiovisual content (the “Proprietary Content”), is owned by ARI, our affiliates, or licensors and is protected, as applicable, by copyright, trademark, patent, and trade secret laws, other proprietary rights and international treaties. You acknowledge that the Platform, Services and any underlying technology or software used in the Site or Platform contains the Corporation’s Proprietary Content. We give you permission to use Proprietary Content but do not transfer any intellectual property rights to you by virtue of permitting your use of the Platform. You may use Proprietary Content solely in connection with your use of the Site and utilization of the Platform. You may not exploit the Proprietary Content, the Site or the Platform, in whole or in part, for any commercial gain or purpose other than the intended purpose. Except as is expressly provided herein, the Corporation does not grant you any express or implied rights in the Site and/or the Platform, and all rights not expressly granted to you in the Terms of Service are retained by the Corporation.
WITHOUT LIMITING ANY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT VARIOUS UNIVERSITIES REGULATE THE USE OF THE NAMES OF THEIR SCHOOL AND PROGRAMS, THEIR SHIELD AND RELATED INSIGNIA, TRADEMARKS AND LOGOS (COLLECTIVELY, “UNIVERSITY INSIGNIA”). YOU ARE EXPRESSLY PROHIBITED FROM REPRODUCING, USING, MODIFYING OR OTHERWISE EXPLOITING UNIVERSITY INSIGNIA IN ANY WAY WHATSOEVER WITHOUT THE PRIOR WRITTEN CONSENT OF THAT UNIVERSITY.
14. LINKS TO THIRD PARTY SITES
The Site, Platform and Services may feature information, advertising and/or external hyperlinks to the websites of our sponsors, the firms where Registered Users may work, the groups and associations where Registered Users may belong and and/or any other third party website (“Third Party Sites”). These links are provided solely for the convenience of Users. We do not endorse, sanction or verify the accuracy or ownership of the information contained in the advertisements or the content of any Third Party Site or any products or services advertised or featured on Third Party Sites. If you decide to leave the Site and navigate to a Third Party Site, or install any application, software or download content from any such Third Party Site, you do so at your own risk. Once you access a Third Party Site through a link on the Site, you may no longer be protected by these Terms of Service, and you may be subject to the terms of use and other conditions of such Third Party Site. You should review the applicable terms and policies, including privacy and data gathering practices, of any such Third Party Site which you navigate to from the Site, or relating to any applications you use or install from such Third Party Site. Concerns regarding a Third Party Site should be directed to the Third Party Site itself. We bear no responsibility for any action associated with any Third Party Site. Moreover, We do not imply an affiliation with any Third Party Site.
15. INTERNATIONAL USE
We control and operate the Site and the Platform from the United States, and all information is processed within the United States. We do not represent that materials on the Site or the Platform are appropriate or available for use in other jurisdictions. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site. Accessing the Site from territories where unlawful is prohibited.
16. DISCLAIMER OF WARRANTIES
WE PROVIDE THE SITE, THE PLATFORM AND THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SITE, THE PLATFORM OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE PLATFORM, THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING.
WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, THE PLATFORM OR SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS.
WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE, THE PLATFORM OR THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING.
WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE OR FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE PLATFORM OR THE SITE OR THE SECURITY ASSOCIATED WITH THE TRANSMISSION OF ANY SENSITIVE INFORMATION ON OR THROUGH THE SITE, THE PLATFORM OR SERVICES.
WE DO NOT WARRANT THAT THE SITE, THE PLATFORM OR THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE PLATFPORM, SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.
17. GENERAL LIABILITY LIMITATIONS
IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE PLATOFRM, THE SERVICES OR THE SITE OR IN CORRELATION WITH ANY INDEPENDENT TRANSACTION, AGREEMENT, OR INTERACTION BETWEEN REGISTERED USERS, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT, IF ANY, OF THE FEES THAT YOU PAID TO UTILIZE THE PLATFORM OR SITE OR IN CONNECTION WITH ANY OF THE SERVICES, IF ANY; OR (B) FIVE HUNDRED DOLLARS ($500.00). IN NO EVENT SHALL THE CORPORATION OR ANY OF THEIR RESPECTIVE AFFILIATES, SHAREHOLDERS, REGISTERED USERS, DIRECTORS, OFFICERS, EMPLOYEES, VOLUNTEERS, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF THE SITE OR THE PLATFORM OR THE CONTENT AND MATERIALS OR FUNCTIONALITY ON OR ACCESSED THROUGH THE SITE OR THE PLATFORM OR OTHERWISE IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, INVESTMENT LOSS, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, EVEN IF ARI OR ITS REPRESENTATIVE OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THIS LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
18. TERMINATION
We may terminate and/or suspend your access to the Site and Platform and/or your participation in Services immediately, without notice, if there has been a violation of the Terms of Service or of any other policies or terms posted on the Site by you or by someone using your Credentials. In the event your participation is ever terminated under such conditions, we will not render, you are not entitled to and hereby waive any and all right to receive a refund of any fees or portions thereof paid to the Corporation for or in connection with your participation, if any. Notwithstanding any other provisions contained herein, We may also cancel or suspend your participation, Services and/or Site access for any other reason, including without limitation, non-payment of any fees or inactivity for an extended period, but we will attempt to notify you in advance of such cancellation or suspension. We shall not otherwise be liable to you or any third party for any termination of your access to the Site and/or the Platform and/or the Services. Further, you agree not to attempt to use the Site and/or the Platform and/or the Services after any deletion, deactivation or termination of your participation. You may terminate your participation at any time by logging in to the Site or by contacting us at the address at the end of these Terms of Service; provided, however, that voluntary termination shall in no way relieve you of your responsibility to remit fees for all previously incurred charges, if any, or entitle you to a refund of any payments previously remitted. The provisions of Sections 4, 9, 11-13, 16-20 and 24 will survive any termination.
19. INDEMNIFICATION
Upon any request from ARI, you hereby agree to indemnify, defend and hold harmless the Corporation and its respective past and present shareholders, directors, officers, employees, contractors, licensors, agents, and affiliated persons (collectively, the “Released Parties”) from all liabilities, claims, demands, damages and expenses (including attorneys’ fees), arising from or relating to (i) your access of the Site, (ii) your utilization of the Platform, (iii) your participation in the Services, or (iv) the violation of these Terms of Service by you, your invited guests or any third party using your Credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.
20. CHOICE OF LAW AND DISPUTE RESOLUTION
The Terms of Service shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and performed entirely within New York, without giving effect to any conflicts of law statutes. Any controversy, dispute or claim arising out of or related to the Terms of Service, the Site or the Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State, City and County of New York, pursuant to the rules of the American Arbitration Association, except that should any attempt be made by any person to deliberately undermine the legitimate operation of the Site or the Platform, we expressly reserve the right to seek damages from any such person to the fullest extent permitted by law. The parties agree that any such arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary damages and attorney’s fees, as the arbitrator deems appropriate.
21. ENTIRE AGREEMENT, WAIVER AND SEVERABILITY
The Terms of Service and any supplemental terms, policies, licenses, rules and guidelines posted on the Site, including the Privacy Policy constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of the Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of ARI to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
22. ASSIGNMENT
We may assign the Terms of Service at any time to any parent, subsidiary or affiliated company or as part of the sale to, merger with, or other transfer of the platform or site to another entity. You may not assign, transfer or sub-license the Terms of Service to anyone else and any attempt to do so shall be null and void.
23. ELECTRONIC CONTRACTING
Your affirmative act of registering for the Site and/or using the Site or the Platform or the Services constitutes your electronic signature to the Terms of Service and your consent to enter into agreements with us electronically.
24. ADDITIONAL TERMS
Certain Services may have additional terms (such as policies, guidelines, and rules) that will further govern your use of that particular Service and supplement the Terms of Service. If you choose to register for and are granted access to any such Services, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules.
If you have any questions, please contact us via our contact form or by email at the address published on the site.
Copyright © 2016. AngelRoot, Inc. All rights reserved.

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