Decile Pro Terms of Use
Welcome to Decile Pro and joining us on our mission to change the venture capital industry to be a force for good!
Please read these Terms of Use (these “Terms”) carefully because they are a binding agreement between you and VC Lab Inc. (the “Company” or “we”). These Terms, our Privacy Policy, and additional disclaimers and disclosures contained on our Sites govern your use of the Sites that link to these Terms. The word “Sites” refers to each of these websites and the services offered on those Sites which includes access and information available on our channels such as LinkedIn, Twitter and Slack, and the word “Materials” refers to the information, reports, data, templates, agreements and other materials on the Sites. You automatically agree to these Terms and to our Privacy Policy simply by using or logging into the Sites or using the Materials.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY THE COMPANY IN ITS SOLE DISCRETION AT ANY TIME. It is your responsibility to review these Terms periodically. If at any time you do not agree with these Terms, please do not use this Site or any applications accessible through the Site. We may revise these Terms at any time without notice to you.
Account. Our Sites provide both general information which we make available to the public as well as access to applications for our registered members which require them to log in to those parts of our Sites. If you create an account on any Site (“Account”), you agree to the following: (1) you will comply with applicable law in using and accessing the Account and the Sites; (2) you will not use a username (or e-mail address) that is already being used by someone else, that infringes the intellectual property or other right of any person or entity; (3) you will provide truthful, accurate and complete responses to the information requested during the Account registration process; (4) you are solely responsible for maintaining the confidentiality of your username and password and the activities that occur under your Account; (5) you will not obtain or attempt to obtain unauthorized access to any Site, or to any other protected materials or information, through any means not intentionally made available for your specific use; (6) you will immediately notify us of any unauthorized use of your Account, password, or username, or any other breach of security; and (7) you will not sell, transfer, or assign your account or any Account rights. Without limiting the foregoing, the Company shall have the right to terminate, suspend or deny access to your Account with or without notice and for any or no reason, including, without limitation, because the Account or your use thereof violates these Terms, violates any applicable laws, regulations or codes, or is otherwise objectionable, in the sole discretion of the Company.
Ownership. You acknowledge that the Sites are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, our Sites. You are granted a limited, non-sublicensable license to access and use the Sites and electronically copy (except where prohibited without a license) and print our Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (1) any resale or commercial use of the Sites; (2) the distribution, public performance or public display of all or any portion of the Sites; (3) modifying or otherwise making any derivative uses of the Sites; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading of any portion of the Sites, except as expressly permitted on the Sites; (6) making any portion of the Sites available through any system, service, the Internet or any other technology now existing or developed in the future; (7) using any automatic or manual process to harvest information from the Sites; or (8) any use of the Sites for other than its intended purpose. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
License to Use. We grant you a limited, personal, non-exclusive, non-transferable license to use the downloadable self-help, “fill in the blank” forms contained on our Sites (the “Forms”) for your own personal internal business use. Except as otherwise provided and to the extent permitted under applicable law, you acknowledge and agree that you have no right to modify edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Forms in any manner, except for modifications in filling out the Forms for your authorized use. You shall not remove any copyright notice from any Form. This license terminates automatically without notice if you breach any of the provisions of these Terms. Any unauthorized use of the Sites may violate copyright laws, trademark laws, laws of privacy and publicity, data protection laws and communications regulations and statutes. Except as explicitly provided in these Terms, we do not grant you any such rights.
No Legal, Tax or Investment Advice. While our Sites contain information that may be useful for the launch or operations of your investment fund or for other matters, our Sites are not intended to constitute legal, tax, accounting or investment advice or to be a substitute for advice from qualified counsel and other tax, accounting or investment professionals. The Company is not a law firm, accounting or investment advisory firm and you acknowledge that no statement by the Company or its partners, employees or agents will constitute legal, tax, accounting or investment advice. Nothing on the Sites shall be construed as making any investment advice or opinion on the suitability of any transaction. You are solely responsible for evaluating the merits and risks associated with the use of any Material or Content (as defined below). Any opinions expressed on the Sites are the opinions of the particular author. Without limiting the foregoing, the Sites may not reflect recent developments in the law, may not be complete, and may not be accurate in or applicable to your jurisdiction. Because the Sites include information general in nature and may not pertain to your specific circumstances, you should not act or refrain from acting based on any Materials without first obtaining advice from professional counsel, accountants or other professionals qualified in the applicable subject matter and jurisdiction.
Use of Legal Forms. You understand that download and/or use of a Form is neither legal nor tax advice nor does it constitute the practice of law, and that each Form and any applicable instruction or guidance is not customized to your particular needs. By downloading Forms, you agree that the Forms you download may only be used by you for your personal or internal business use and may not be sold or redistributed without our express written consent.
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOUR USE OF THE SITES, INCLUDING THE FORMS AND MATERIALS, IS AT YOUR SOLE RISK, AND THE SITE, INCLUDING THE FORMS AND MATERIALS, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE COMPANY AND ITS PARTNERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE SITES, INCLUDING THE FORMS AND MATERIALS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABIILTY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Forms may be inappropriate for your particular circumstances. Furthermore, state laws or national laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Forms are only samples and may not be applicable to a particular situation.
LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER DIRECT OR INDIRECT OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SITES, INCLUDING THE FORMS AND MATERIALS, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF THE COMPANY PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITES, INCLUDING THE FORMS AND MATERIALS, SHALL NOT EXCEED $100 (USD), AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST THE COMPANY PARTIES.
Indemnification. You agree to make the Company Parties whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Sites, including the Forms and Materials, or any violation of these Terms.
Responsibility for User Content
Types of Content. You acknowledge that you, and not the Company, are entirely responsible for all information, data text, messages and/or other materials (“Content“) that you upload, post, e-mail, transmit or otherwise make available (“Make Available“) through the Sites (“Your Content“), and other users of the Sites, and not the Company, are similarly responsible for all Content they Make Available through the Sites.
Third Party Content. The Site may contain hyperlinks to third-party websites. You agree to access any such third-party websites through those hyperlinks at your own risk and to follow any rules and restrictions particular to those websites. Company is not responsible for Content appearing on third- party websites hyperlinked from the Site, nor does Company make any endorsements or warranties, express or implied, with respect to Content of third-party websites. You acknowledge and agree that Company and its partners, employees or agents 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 use of or reliance on any Content on any third-party website.
No Obligation to Pre-Screen Content. You acknowledge that the Company has no obligation to pre-screen Content, including but not limited to Your Content and other Content uploaded, posted, e-mailed, transmitted or otherwise made available by third parties on the Sites. The Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent thereto. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text or voice communications. In the event that the Company pre-screens, refuses or removes any Content, you acknowledge that the Company will do so for the Company’s benefit and not for any other party. Without limiting the foregoing, the Company shall have the right to remove any Content that violates the Terms, violates any applicable laws, regulations or codes, or is otherwise objectionable, in the sole discretion of the Company.
Storage. The Company has no obligation to store any of your Content that you Make Available on the Sites. The Company has no responsibility or liability for the deletion or accuracy of any Content, including your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the Sites.
Personal Data. Where Your Content contains your personal data, the Company will collect, use and disclose your personal data in compliance with all applicable personal data protection laws and our privacy policy.
Acceptable Use Policy. As a condition of use, you agree not to use the Sites for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party to) (1) take any action or (2) Make Available any Content on or through the Sites that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, personal data or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without the Company’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of the Company; (f) interferes with, or attempts to interfere with, the proper functioning of the Sites or uses the Sites in any way not expressly permitted by the Terms; or (g) attempts to engage in, or engages in, any potentially harmful acts that are directed against the Sites, including but not limited to violating or attempting to violate any security features of the Sites, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Sites, introducing viruses, worms, or similar harmful code into the Sites, or interfering or attempting to interfere with use of the Sites by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Sites.
Dispute Resolution
Arbitration. Any claim or dispute (including whether the claims asserted are arbitrable but excluding claims for injunctive or other equitable relief as set forth below) arising out of or related to these Terms or your use of the Materials shall be referred to and finally determined by binding and confidential arbitration in accordance with these Terms. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA“). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
Rules. You and the Company must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR THE COMPANY MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, the Company will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) the Company also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
Proceedings and Award. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by “Limitation of Liability” section in these Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court. Such claims shall be exclusively brought in the state or federal courts located in Santa Clara County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Santa Clara County, California, in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within Santa Clara County, California, for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
Governing Law. The Terms, and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
General
Termination. Notwithstanding any of these Terms, The Company reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites, and to block or prevent your future access to the Sites.
Amendment. These Terms may be amended by the Company in its sole discretion at any time. These Terms may also be supplemented by, and be subject to, separate agreements which we execute with you relating to the provision by the Company of services and products.
Feedback. You acknowledge and agree that any of your questions, comments, suggestions, feedback, ideas or other information or materials regarding the Sites (but excluding any confidential client information you provide in confidential channels through your separate engagement of the Company) (the “Feedback“), or any postings on the Sites, are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
