THE TERM "YOU" MEANS YOU AND ANY ENTITY OR PERSON YOU MAY LAWFULLY REPRESENT OR ADVISE IN CONNECTION WITH THE USE OF THE SERVICE, AND "YOUR" HAS THE CORRELATED MEANING.
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF ANY VC FUND VENTURES SERVICE OR TECHNOLOGY, INCLUDING BUT NOT LIMITED TO ALL DOMAINS AND SUBDOMAINS OF VC FUND VENTURES’ WEBSITE AT HTTPS://VCFUNDVENTURES.COM (THE "SITE"), VC FUND VENTURES’ APPLICATION ("APPLICATION"), AND ALL OF THE ASSOCIATED SERVICES, FEATURES, CONTENT, WIDGETS, MATERIALS, AND OTHER TOOLS OFFERED BY VC FUND VENTURES OR THAT YOU DOWNLOAD FROM THE SITE OR APPLICATION OR FROM ANY THIRD PARTY APPLICATION STORES AUTHORIZED BY VC FUND VENTURES, (COLLECTIVELY WITH THE SITE AND APPLICATION, THE "SERVICE").
BY REGISTERING FOR AND/OR USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO DOWNLOADING, INSTALLING OR USING THE APPLICATION, AND VISITING OR BROWSING THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE OR APPLICATION.
When or if you register on the Site or the Application (as more fully explained below) you will also be prompted to agree to a Confidentiality Agreement between you and VC Fund Ventures.
To the extent that you accept and agree to any Confidentiality Agreement with VC Fund Ventures, that Confidentiality Agreement is also incorporated herein by reference.
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. VC Fund Ventures may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Portions of the Service are available only to "Accredited Investors" as that term is defined by the U.S. Securities and Exchange Commission, which may be found here.
You specifically agree to receive and/or obtain "Communications" from VC Fund Ventures and its affiliates in "Electronic Form", rather than in paper form, and to the use of electronic signatures in our relationship with you. The term "Communications" includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding your relationship to VC Fund Ventures and/or its affiliates, including Form CRS or any other notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term "Electronic Form" includes, but is not limited to, electronic delivery of Communications posted or made available on the Site and/or through the Application, and/or sent via the e-mail address associated with the account through which you access the VC Fund Ventures platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf.
You accept Communications provided in Electronic Form as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to you in writing or in a form that you may keep. You represent that you have the appropriate personal computer or other electronic device, software, and internet connection to enable you to retain, if you so choose, any Communications that VC Fund Ventures sends in Electronic Form for your records.
If you have the legal right under any federal and/or state laws or regulations to receive a document in paper form, you may withdraw your consent to receiving that document in Electronic Form by contacting VC Fund Ventures at firstname.lastname@example.org. A withdrawal of your consent to receive such document in Electronic Form will be effective only after we have had reasonable time to process your request.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Site, Application or the Service, including without limitation any User Submission, that:
• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
• you know is false, misleading, untruthful or inaccurate;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate as determined by VC Fund Ventures in its sole discretion;
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
• involves commercial activities and/or sales without VC Fund Ventures' prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, network or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of VC Fund Ventures or any third party;
• impersonates any person or entity, including any employee or representative of VC Fund Ventures; or
• sends altered, deceptive or false source-identifying information, including "spoofing" or "phishing"
Additionally, you shall not (directly or indirectly):
• take any action that imposes or may impose (as determined by VC Fund Ventures in its sole discretion) an unreasonable or disproportionately large load on VC Fund Ventures's (or its third party providers') infrastructure;
• interfere or attempt to interfere with the proper working of the Site, Application or the Service or any activities conducted on the Site or Application;
• bypass any measures VC Fund Ventures may use to prevent or restrict access to the Site or Application (or other accounts, computer systems or networks connected to the Site or Application);
• run any form of auto-responder or "spam" on the Service;
• use manual or automated software, devices, or other processes to "crawl" or "spider" any component of the Site or Application;
• decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site, Application or the Service, except to the limited extent applicable laws specifically prohibit such restriction;
• modify, translate, or otherwise create derivative works of any part of the Site, Application or the Service, or
• copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
• hack the Site, Application, the Service, or any part thereof;
• intercept, capture, emulate, or redirect the communications protocols used by us for any purpose, including without limitation causing the Site, Application or Service to connect to any computer server or other device not authorized by us
You shall abide by all applicable local, state, national and international laws and regulations in your use of the Services.
To the extent that you have agreed to a Confidentiality Agreement between you and VC Fund Ventures or to otherwise keep any information, data, documents, agreement, files or other materials confidential, you are subject to the terms of any such agreement, and are prohibited from uploading, posting, submitting or otherwise distributing or facilitating distribution of any such confidential material on or through the Site, Application, any third party social media sites, or any websites and applications.
The Site and the Application may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site and the Application. These other websites, services and resources ("Third Party Sites") are not under VC Fund Ventures's control, and you acknowledge that VC Fund Ventures is not responsible or liable for any content, information, data, advertising, products, goods or services available on or through any such Third Party Sites ("Third Party Content"), as well as for any of the functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. The inclusion of any such link does not imply endorsement by VC Fund Ventures or any association with its operators. You further acknowledge and agree that VC Fund Ventures 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 on any such Third Party Sites or Third Party Content.
You agree that your access and/or use of Third Party Sites, including but not limited Third Party Content and any other materials on or available through Third Party Sites is at your own risk and subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites.
You acknowledge and agree that any and all intellectual property rights (the "IP Rights") on the Site, in the Service and in the Application are and shall remain the exclusive property of VC Fund Ventures. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.
You acknowledge and understand that all title and rights in and to any Third Party Content that is not contained on the Site, in the Service, or in the Application, but may be accessed through the Site, Service, or the Application is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, Application or Service or any part thereof without our prior written consent.
You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Site and/or the Application by you, including but not limited to account numbers, name, date, account amount, and endorsements for the purpose of providing the Service. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with an internal guidelines or procedures.
VC Fund Ventures grants each user of the Site, Application and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to use and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by VC Fund Ventures. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from VC Fund Ventures, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
The Site and Application provide you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site and Application (collectively, the "User Submissions"). By Submitting User Submissions on the Site, the Application or otherwise through the Service, you:
• acknowledge that you are publishing that User Submission, and that you may be identified publicly by your User Name in association with any such User Submission;
• hereby do and shall grant VC Fund Ventures a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Application, the Service and VC Fund Ventures' (and its successors’ and assigns') business, including without limitation for promoting and redistributing part or all of the Site, Application (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site, Application and/or the Service a non-exclusive license to access your User Submissions through the Site, Application and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to VC Fund Ventures does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
• agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
• represent and warrant that the use or other exploitation of such User Submissions by VC Fund Ventures and use or other exploitation by users of the Site, Application and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
• understand that VC Fund Ventures shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site or Application is the sole responsibility of the person from which such content originated and that VC Fund Ventures will not be liable for any errors or omissions in any content; and that VC Fund Ventures cannot guarantee the identity of any other users with whom you may interact in the course of using the Site, Application or the Service.
VC Fund Ventures does not endorse and has no control over any User Submission. VC Fund Ventures cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Site, Application or the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Site, Application or Service. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Site or the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Site, Application, or Service. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Site, Application, or Service, and any such maintenance and support services provided will be provided at our discretion.
By virtue of your accessing the Service, VC Fund Ventures has no special relationship or fiduciary duty with you. Any relationship with VC Fund Ventures' affiliates will be governed by your written agreement with that affiliate. You acknowledge that VC Fund Ventures has no control over, and no duty to take any action regarding: which users gains access to the Site and Application; what Content you access via the Site and Application; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release VC Fund Ventures from all liability for you having acquired or not acquired Content through the Site and Application. The Site and Application may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. VC Fund Ventures makes no representations concerning any Content contained in or accessed through the Site and Application, and VC Fund Ventures will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site, Application or the Service.
THE SITE, APPLICATION AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VC FUND VENTURES, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE, APPLICATION OR THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE, APPLICATION OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE, APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): VC FUND VENTURES MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE, APPLICATION OR ANY WEBSITE LINKED TO THE SITE OR APPLICATION. VC Fund Ventures will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on VC Fund Ventures' equipment, transmitted over networks accessed by the Site or Application, or otherwise connected with your use of the Service.
IN NO EVENT SHALL VC FUND VENTURES, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE, APPLICATION OR THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
VC FUND VENTURES WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU OR ANYONE ELSE IF ANY EVENT LEADING TO SUCH DAMAGES, LOSSES OR LIABILITY WOULD HAVE BEEN PREVENTED BY THE USE OF THEN AVAILABLE SECURITY FEATURES AND/OR PROCEDURES MAINTAINED BY VC FUND VENTURES TO CONFIRM THAT ONLY AUTHORIZED USERS HAVE ACCESS TO THE SERVICE AND/OR ANY ACCOUNT. ADDITIONALLY, YOU ARE RESPONSIBLE FOR ALL LOGIN CREDENTIALS, INCLUDING USERNAMES AND PASSWORDS. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU, OR ANYONE ELSE, IF SUCH INFORMATION IS NOT KEPT CONFIDENTIAL BY YOU, OR IF SUCH INFORMATION IS CORRECTLY PROVIDED BY AN UNAUTHORIZED THIRD-PARTY LOGGING INTO AND ACCESSING THE SITE, APPLICATION OR THE SERVICE.
Most concerns can be resolved by contacting VC Fund Ventures at email@example.com. We both agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation with VC Fund Ventures, and good faith negotiations shall be a condition to either of us initiating any other process or proceeding.
Arbitration. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to choice of law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act.
To the fullest extent permissible by law, except as provided under certain limited circumstances below, any dispute, controversy or claim arising from or relating to the subject matter of this Agreement, including whether the claims asserted are arbitrable, shall be finally determined and settled by arbitration in New York County, New York. The arbitration shall be administered by JAMS, using the English language, in accordance with Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property, internet and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. JAMS may be contacted at http://www.jamsadr.com/.
Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
Exceptions. Notwithstanding the foregoing, each party shall have the right to a) institute an action in a court of proper jurisdiction for injunctive or other equitable relief; b) bring an individual action in small claims court; c) pursue an enforcement action through the applicable federal, state, or local agency if that action is available, and d) to file suit in a court of law to address an intellectual property infringement claim.
Enforceability and Jurisdiction. Without waiving any of the foregoing, if any asserted claims are deemed not arbitrable, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York.
At VC Fund Ventures, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If a VC Fund Ventures customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of VC Fund Ventures services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the VC Fund Ventures platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
VC Fund Ventures generally allows investors who were blocked from making investments for external reasons (such as a company exercising their right of first refusal) to have advanced access to subsequent investment opportunities in the same company. Eligible Investor Account owners who have previously indicated interest in these companies may also be afforded this same access.
Oversubscribed Deals & Waitlist Management
Investors who reserve an investment in a fully allocated offering will be added to the waitlist. If an allocation becomes available, investors will generally be contacted by VC Fund Ventures in an order determined by the date of their completed reservation. (In filling from a waitlist or in accepting investments into a deal that is expected to be oversubscribed, VC Fund Ventures may also consider other factors, including available investment capacity, proposed investment size, whether individual has transacted previously with VC Fund Ventures, and investor's ability to wire, transfer funds from a VC Fund Ventures Investor Account and otherwise not delay investment for other investors.) Eligible Investor Account owners will have improved positioning on the waitlist due to improved ability to fund investments without delays.
Reduced Investment Minimum on Eligible Deals
First time investors, investors with over five closed transactions, and eligible Investor Account owners qualify for a reduced minimum investment on eligible deals. Deal eligibility is determined by VC Fund Ventures based on a range of operational and regulatory constraints. Historically, a significant majority of offerings have been eligible for reduced minimums.
Investment opportunities posted on this website are "private placements" of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. Investing in private companies may be considered highly speculative and involves a high degree of risk, including the risk of substantial loss of investment. Investors must be able to afford the loss of their entire investment. See our Risk Factors for a more detailed explanation of the risks involved by investing through VC Fund’s platform.