Terms and Conditions & Privacy Policy

LAST UPDATED: July 21, 2014

 

 

  • TERMS OF USE

 

Signatures Capital, LLC (the “Company” or “we” or “us” or “our”) is providing this website (together with any successor site(s), the “Site”) for informational purposes.  Use of and access to this Site and the information, materials, services, and other content made available on or through the Site (collectively, the “Content”) are subject to these Terms and Conditions of Use (“Terms”) as well as all applicable laws.  By accessing the Site and Content, you shall be deemed to consent and agree to these Terms, which shall constitute a legally binding agreement between you and the Company. Your access to and use of the Site and Content are expressly conditioned on your acceptance of and compliance with these Terms. If you do not wish to accept these Terms, you must refrain from accessing the Site or any Content. Note that any violation of these Terms may result in termination of your ability to access and use the Site and the Content.

 

  • MODIFICATIONS

 

We reserve the right to update or make changes to these Terms from time to time in our sole discretion, which changes we may provide to you by any reasonable means, including without limitation, by posting the revised version of these Terms on the Site.  You assume responsibility for reviewing these Terms each time you access the Site or Content to determine whether these Terms have been changed or updated.  You can determine when these Terms were last revised by referring to the “LAST UPDATED” legend at the top of these Terms.  When using any particular Content, you agree that you are subject to any additional posted guidelines, rules, terms and conditions applicable to such Content, which are hereby incorporated by reference into this Agreement.

 

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to:  modify or discontinue the Site or any Content, with or without notice; charge fees in connection with the use of the Site or any Content; modify and/or waive any fees charged in connection with the Site or any Content; and/or offer opportunities to some or all users of the Site or any Content.  You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site or of any Content.

 

  • JURISDICTIONAL ISSUES  

 

The Site is controlled and operated by the Company from the United States, and is not intended to subject the Company to the laws or jurisdiction of any state, country or territory other than that of the United States.  The Company does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States.  In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations.  You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports.  We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

 

  • REGISTRATION  

 

We reserve the right to limit access to the Site or some or all of the Content to registered users.  When and if you set up an account with us and register to access any Content through the Site, you agree to (a) provide accurate, current and complete information about yourself as prompted by our registration form, and (b) maintain and update your information to keep it accurate, current and complete.  You acknowledge that for any reason, including, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your access to and use of the Site and the Content.  Our use and disclosure of any such information that you provide is governed by our Privacy Policy.

As part of the account set-up and registration process, you may be required to provide a username (which may be your e-mail address) and password.  We may refuse to grant you a username for any reason in our sole discretion.  Your user name and password are for your personal use only, and not for use by any other person.  You will be responsible for the confidentiality and use of your username and password and agree not to transfer or share your user name or password, or your use of or access to the Site or any Content, with or to any third party.  You agree to immediately notify us of any unauthorized use of your password or user name or any other breach of security related to your account or the Site or any Content, and to ensure that you “log off”/exit from your account with the Site (if applicable) at the end of each session.  YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.  WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH ANY OF THE FOREGOING OBLIGATIONS.

 

  • RULES OF CONDUCT  

 

While using the Site and the Content you will comply with all applicable laws, rules and regulations.  In addition, we expect users of the Site and Content to respect the rights and dignity of others.  Your use of the Site and Content is conditioned on your compliance with the rules of conduct set forth in these Terms; your failure to comply with such rules may result in termination of your access to the Site and Content.  You agree that you will not:

  • Post, transmit, or otherwise make available, through or in connection with the Site:
    • Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
    • Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
    • Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
    • Any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
    • Any material, non-public information about a company without the proper authorization to do so.
  • Use the Site or Content for any fraudulent or unlawful purpose.
  • Impersonate any person or entity, including without limitation any representative of the Company; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site or Content; or express or imply that we endorse any statement you make.
  • Interfere with or disrupt the operation of the Site or Content or the servers or networks used to make the Site and Content available; or violate any requirements, procedures, policies or regulations of such networks.
  • Restrict or inhibit any other person from using the Site or Content (including without limitation by hacking or defacing any portion of the Site or Content).
  • Use the Site or Content to advertise or offer to sell or buy any goods or services without the Company’s express prior written consent.
  • Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site or Content.
  • Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site or Content.
  • Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site or Content.
  • Frame or mirror any part of the Site or Content without the Company’s express prior written consent.
  • Create a database by systematically downloading and storing any Content.
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Content or reproduce or circumvent the navigational structure or presentation of the Site without Company’s express prior written consent.

 

  • NOTICES, COMMUNICATIONS, AND ELECTRONIC SIGNATURES

 

You agree to accept all communications from us regarding use of the Site and Content at the addresses you provide to us. You must promptly update any changes to your registration information by emailing us at contact@signaturescapital.com.  The Company is entitled to rely on the e-mail address and mail address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail or mail address. If you register with the Site, you are granting the Company permission to communicate with you by e-mail. We may provide you with the ability to opt not to receive such information from us in the future by following the instructions in any e-mail that we send to you.

You agree to be bound by any affirmation, assent or agreement that you transmit on or through the Site or any other aspect of the Company’s services that you access by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent you give to receive communications from us through electronic transmission. You agree that, when in the future you click on a “Submit” or “I agree” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

 

  • NO INVESTMENT ADVICE

 

The Content provided on the Site is for informational purposes only. Although we may provide information relating to investment approaches and opportunities to buy or sell securities, you should not construe any such information or other Content as legal, tax, investment, financial, or other advice, or the offer or sale of securities or the solicitation of offers to purchase securities. Nothing contained on our Site constitutes a solicitation, recommendation, endorsement, or offer by the Company, its affiliates or any third party service provider to buy or sell any securities or other financial instruments.

While the Company may share some of the background research, industry knowledge, due diligence and other analysis it has done regarding any investment opportunities referenced on the Site, you are solely responsible to verify information regarding any security that you may buy or sell or other investment you may make. The Company is not a fiduciary by virtue of any person’s use of or access to the Site or any Content. You alone assume the sole responsibility of evaluating the merits and risks associated with the use of any information or other Content on the Site before making any decisions based on such information or other Content. In exchange for using the Site, you agree not to hold the Company, its affiliates or any third party service provider liable for any possible claim for damages arising from any decision you make based on information or other Content made available to you through the Site.

 

  • LIMITED RIGHT OF USE/OWNERSHIP OF CONTENT

 

You are permitted to use the Site and Content for your personal, noncommercial use only.  The Site and Content are and shall remain the property of the Company and its licensors, and are protected by copyright, trademark, patent, and/or other intellectual property and proprietary rights and laws.

Subject to and conditioned on your compliance with these Terms, and solely for so long as you are permitted by the Company to access and use the Site and the Content, you may use the Site and Content for your personal, noncommercial use, provided that you keep intact all copyright, trademark, patent and other proprietary notices.  Except as expressly authorized in advance by the Company in writing, you agree not to reproduce, modify or create derivative works based on, rent, lease, loan, sell, distribute, publish, publicly perform or display, reverse engineer, decompile or dissemble, all or any part of the Site or any Content.

Trade names, trademarks and service marks of the Company include without limitation, SIGNATURES CAPITAL, and any associated logos.  All trademarks and service marks on the Site not owned by the Company are the property of their respective owners. The trade names, trademarks and service marks owned by the Company, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion.  Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Company’s trade names, trademarks or service marks without our express prior written consent.

 

  • PRIVACY POLICY

 

We realize that your personal information is of the utmost importance to you.  Please take a moment to review the information in this privacy policy.  This privacy policy applies only to information collected by or through the Site.  It does not apply to information obtained by other means.  By visiting this Site and accepting these Terms, you consent to these practices.

Personally identifiable information (“PII”) such as your name, address, email address and other contact information may be required when you request information or register on the Site or to access certain portions of the  Content.  We may establish or maintain business partnerships with other persons or companies whom we have deemed to be trustworthy and responsible and whose privacy policies are aligned with ours. In some instances we may share and cross-reference information, including PII, that will allow such persons or companies to contact you regarding products and/or services that may be of interest to you.  We may share your PII with these business partners or others who work for us such as service providers, vendors, contractors and agents (collectively “Service Providers”) to enable them to perform services for us or for them to offer to provide their services to you.

 

In the event of a corporate change in control resulting from, for example, a sale to, or merger with, another entity, or in the event of a sale of assets, the Company reserves the right to transfer your PII to the new party in control or who is acquiring assets.

We may also gather non-PII regarding your access of the Site or the Content, including but not limited to the type of browser you use to access the Site, the website that you visited prior to vising the Site, the number of times you visit the Site, the amount of time you spend accessing the Site and the specific items of Content that you access.  We may use this non-PII to analyze use of the Site and Content and the understand and monitor how the Site and Content are accessed.

To the extent permitted by law, any information collected over the Site or concerning its use (PII and non-PII) may be disclosed to government authorities or third parties pursuant to a legal request, subpoena, or other legal process.  We may also use or disclose your PII as permitted by law to collect debts, fight fraud or protect the rights or property of the Company, our portfolio companies, our Site, its users, or third parties, or when we otherwise believe in good faith that the law requires it.

We take reasonable precautions to protect your personal information in our possession from loss, misuse, and unauthorized access, disclosure, alteration and destruction.  However, we do not warrant or represent that the level of security employed in the operation of the Site meets or exceeds any particular standard.  You should keep in mind that no Internet transmission is ever 100% secure or error-free.

We may employ the use of cookies in operating the Site or portions thereof.  A cookie is a piece of data stored on the user’s hard drive containing information about the user.  Cookies may be used to store your email address so that we could auto-detect a returning user to the Site. For instance, by setting a cookie on our Site, the user would not have to log in with a password more than once, thereby saving time while on our Site. If a user rejects the cookie, the only drawback to this is that the user will be limited in certain non-secure areas of our Site. Cookies may also enable us to track and target the interests of our users to enhance the experience on our Site. We may use cookies to obtain your IP address to track only aggregate information regarding Site traffic. We do not collect any PII via a user’s IP address.

The Company reserves the right, in its sole discretion, to modify, alter or otherwise update this policy at any time and you agree to be bound by such modifications, alterations or updates.  Any updates to this privacy policy will be posted here on www.signaturescapital.com.  Your continued use of our websites constitutes your agreement to this privacy statement and any updates.  We encourage you to periodically review this privacy statement to stay informed about how we are protecting the personal information we collect.

 

  • NOTICE FOR CALIFORNIA USERS  

 

Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice:  The Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California  95814, or by telephone at (916) 445-1254 or (800) 952-5210.

 

  • CLAIMS OF COPYRIGHT INFRINGEMENT  

 

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send the Company a notice requesting that we remove the material or block access to it.  If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send the Company a counter-notice.  Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.  See http://www.copyright.gov/ for details.  Notices and counter-notices should be sent to:  Signatures Capital, LLC, Attn:  DMCA Agent, P.O. Box 1351, Palo Alto, CA 94302; Office: 650-481-8188; e-mail: dmca@signaturescapital.com.

 

  • ACCESS BY MINORS

 

Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.  Information identifying current providers of such protections is available on the two web sites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/).  Please note that Company does not endorse any of the products or services listed at such site.

 

  • INDEMNIFICATION

 

You agree to indemnify, defend and hold harmless the Company and its affiliates, and their respective officers, directors, employees, members, agents, information providers, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all claims, losses, costs and expenses (including attorneys’ fees) arising out of or relating to (a) any breach (or claim, that if true, would be a breach) by you of these Terms, (b) any submissions you have made to the Site, or (c) your use of or activities in connection with the Site or the Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement which affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.

 

  • DISCLAIMERS

 

All Content on this site is information of a general nature and does not address the circumstances of any particular individual or entity. Nothing in this Site constitutes professional and/or financial advice, nor does any information on this Site constitute a comprehensive or complete statement of the matters discussed or the law relating thereto.  The Company or its affiliates may be investors in one or more of the companies referenced in the Content; neither the Company nor its affiliates undertakes any obligation to disclose whether it has invested in a particular company or the terms and conditions of any of its investments. In addition, affiliates of the Company may have relationships pursuant to which it or its affiliates provide services (e.g. service on the board of directors or consulting services) to one or more companies referenced in the Content; neither the Company not its affiliates undertakes any obligation to disclose any such relationships.  The Company does not warrant the accuracy or completeness of the Content.

THE SITE, INCLUDING ALL CONTENT, IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE AND CONTENT, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONTENT AVAILABLE THROUGH THE SITE.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, AGENTS, REPRESENTATIVES, LICENSORS, ADVERTISERS, SUPPLIERS AND SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, USEFULNESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

 

  • LIMITATION OF LIABILITY

 

THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, AGENTS, REPRESENTATIVES, LICENSORS, ADVERTISERS, SUPPLIERS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES.  IN PARTICULAR, AND WITHOUT LIMITATION, THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, AGENTS, REPRESENTATIVES, LICENSORS, ADVERTISERS, SUPPLIERS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT.  YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE AND CONTENT IS TO STOP USING THE SITE AND CONTENT.  THE MAXIMUM LIABILITY OF THE COMANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO THE COMPANY TO ACCESS AND USE THE SITE AND CONTENT.

While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we do not guarantee that the Site or any Content will be or remain secure, complete or correct, or that access to the Site or any Content will be uninterrupted or error free.  The Site and Content may include inaccuracies, errors and materials that violate or conflict with these Terms.  Additionally, third parties may make unauthorized alterations to the Site or Content.  If you become aware of any unauthorized third party alteration to the Site or Content, contact us at contact@signaturescapital.com with a description of the material(s) at issue and the URL or location on the Site where such problem(s) appear.

 

  • THIRD PARTY LINKED SITES

 

As a convenience to you, the Company  may provide, on the Site, hyperlinks to web sites operated by third parties, such as portfolio companies of the Company.  When you select these hyperlinks you will be leaving the Company’s site.  Because the Company has no control over such sites or their content, you acknowledge and agree that the Company and its affiliates, and their respective employees, officers, directors, shareholders, partners, agents, representatives, licensors, advertisers, suppliers and service providers are not responsible for the availability of such external sites or content, and the Company and its affiliates, and their respective employees, officers, directors, shareholders, partners, agents, representatives, licensors, advertisers, suppliers and service providers neither endorse nor are responsible or liable for any such sites or content, including advertising, products or other materials, on or available through such sites or resources.  Other web sites may provide links to the Site or Content with or without our authorization.  You acknowledge and agree that the Company and its affiliates, and their respective employees, officers, directors, shareholders, partners, agents, representatives, licensors, advertisers, suppliers and service providers do not endorse such sites, and are not and shall not be responsible or liable for any links from those sites to the Site or any Content, or for any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.

YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND CONTENT, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND CONTENT.

The Company shall have the right, at any time and in its sole discretion, to block links to the Site and Content through technological or other means without prior notice.

 

  • TERMINATION

 

The Company, in its sole discretion, may terminate your access to or use of the Site and Content, at any time and for any reason, including if the Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms.  Upon any such termination, your right to use the Site and Content will immediately cease.  You agree that any termination of your access to or use of the Site and Content may be effected without prior notice, and that the Company may immediately deactivate or delete your password and user name, and all related information and files associated with it, and/or bar any further access to such information or files.  You agree that the Company shall not be liable to you or any third party for any termination of your access to the Site or Content, or to any such information or files, and shall not be required to make such information or files available to you after any such termination.  Except for the license to access and use the Site and Content granted to you in in these Terms (which shall terminate as set forth above), the rights and obligations of the parties as set forth in these Terms will survive any such termination.

 

  • PROPRIETARY INFORMATION

 

In connection with your use of the Site, you may be granted access to Company Proprietary Information.  “Company Proprietary Information” means all non-public information and other Content that is disclosed or otherwise made available to you on or through the Site, or that you otherwise receive from the Company or any of its affiliates, employees, officers, directors, shareholders, partners, agents, representatives, licensors, advertisers, suppliers or service providers, whether in writing, oral, electronic or other form, including but not limited to (a) information regarding private companies (which may or may not be portfolio companies of the Company) and issuers of restrictedsecurities such as quarterly and annual reports, private placement memoranda, operating agreements, financials, strategies, customers, investors; (b) information regarding the Company such as its methods and means of doing business, investment opportunities, processes, procedures or investment terms; (c) the existence and prices of private offerings of restricted interests including the issuer’s identity, offer or bid prices, valuations, historical prices, etc.; and (d) private market quotes on restricted interests of private companies and fund issuers.  Notwithstanding the foregoing, Company Proprietary Information does not include any information which (i) is or becomes publicly known through no act or omission by you or your directors, officers, employees, contractors, agents or representatives, (ii) was already in your possession prior to disclosure as evidenced by written records kept in the ordinary course of business by you, or (iii) is disclosed to you by a third party without confidentiality obligations.

You agree to hold all Company Proprietary Information in strict confidence and not to disclose any Company Proprietary Information to any third party, other than in confidence to your agents and professional advisors who have a legitimate business need for such information in connection with the Purpose (as defined below) and have been provided a copy of, and have agreed to comply with, the terms and conditions of this Section.  You agree to take (and to cause all such agents and advisors to take) the same degree of care that you use to protect your own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality of, and avoid the unauthorized use, disclosure, publication or dissemination of, the Company Proprietary Information.  In addition, you agree not to use (and not to permit any of your agents, advisors or other third parties to use) any Company Proprietary Information for any purpose other than to evaluate potential investment opportunities presented by the Company on or through the Site (the “Purpose”).

Notwithstanding the foregoing, (a) you may disclose Company Proprietary Information to the extent you are legally compelled to disclose such Company Proprietary Information, provided, however, that prior to any such compelled disclosure, you must give the Company reasonable advance notice of any such disclosure and cooperate with the Company in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure of the Company Proprietary Information, and (b) you may disclose the tax treatment and tax structure of any proposed transaction relating to the Company Proprietary Information and all materials, including opinions and other tax analyses, that are provided to you by the Company relating to such tax treatment and tax structure.

You expressly confirm and agree that no public disclosure with respect to the Purpose or any item of Company Proprietary Information (or the fact that Company Proprietary Information has been made available to you) is now required by reasons of the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, or similar requirements related to general disclosure.  Notwithstanding anything to the contrary herein and without limitation of your other obligations hereunder, in the event you determine in the future that such disclosure is required, you shall not make any such disclosure unless and until you consult with the Company regarding the necessity and form of any such disclosure, and provide the Company a reasonable opportunity to review the proposed disclosure and comment thereon.

You agree that, due to the unique nature of the Company Proprietary Information, the unauthorized disclosure or use of the Company Proprietary Information will cause irreparable harm and significant injury to the Company or its portfolio companies, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that the Company, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Section, without the necessity of posting any bond or other security. You agree to notify the Company in writing immediately upon becoming aware of any such breach or threatened breach.

Your obligations under this Section with respect to any item of Company Proprietary Information shall survive and continue for a period of five (5) years from the date you received such item of Company Proprietary Information.

 

  • CORRESPONDENCE

 

The Company does not undertake any obligation to respond to correspondence received through this Site, or to maintain your submitted comments in confidence, or to pay compensation of any kind for your comments or submissions. We do not wish to receive any confidential or proprietary ideas, suggestions, materials, or information.  Please note that all of your comments, feedback, ideas, suggestions, and other submissions that are disclosed or submitted to us through the Site shall become and remain the property of the Company.  To the extent that ownership of such submissions does not vest with the Company under applicable law, you grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable right to exploit, in any way, commercially or otherwise, such submissions, with the right to sublicense.  Any disclosure or submission by you is a declaration of the full release of all proprietary claims and/or intellectual rights regarding your submission, and you represent and warrant that any use by the Company of such information or idea will not violate any intellectual property, proprietary, contract or other right of any third party.  You give us permission to use your name in connection with any such materials, information, suggestions, ideas or comments.

 

  • MATERIAL AND NON-PUBLIC INFORMATION

 

In connection with your use of the Site, you may have access to Material and Non-Public Information. “Material and Non-Public Information” means any information about a public company that is disclosed or otherwise made available to you on or through the Site, or that you otherwise receive from the Company or any of its affiliates, employees, officers, directors, shareholders, partners, agents, representatives, licensors, advertisers, suppliers or service providers, whether in writing, oral, electronic or other form, that (a) the average investor would want to know before deciding whether to buy, sell, or hold the securities of such company or which could potentially affect the market price of such securities, and (b) has not been included in such public company’s filings with the United States Securities and Exchange Commission or in a press release broadly disseminated to the public (and such information will not be considered “public” until the second full business day after such filing or public release).  You acknowledge and agree that (i) the trading of public company securities while you have such Material and Non-Public Information relating to such companies and prior to the public release of such Material and Non-Public Information could constitute a violation of various securities laws including, without limitation, the Securities Exchange Act of 1934, thereby subjecting you to criminal and civil penalties; and (ii) the provision of Material and Non-Public Information to third parties, including without limitation to your family members and friends, and such third parties’ trading the securities of public companies based on such Material and Non-Public Information as a result of such disclosure, could constitute a violation of various securities laws including, without limitation, the Securities Exchange Act of 1934, thereby subjecting you and such third parties to criminal and civil penalties. Accordingly, you agree that you will not sell or purchase the securities of any public company while in possession of Material and Non-Public Information regarding that company and that you will not disclose such Material and Non-Public Information to any third party or otherwise encourage any third party to purchase or sell public securities on the basis of Material and Non-Public Information.  For avoidance of doubt, the provisions of this Section regarding Material and Non-Public Information are in addition to, and without limitation of, the provisions of these Terms regarding Company Proprietary Information.

 

  • IMPORTANT DISCLOSURE ABOUT RESTRICTED SECURITIES

 

RESTRICTED SECURITIES IN PUBLIC OR PRIVATE COMPANIES AND THE NON-REGISTERED DEBT OF PUBLIC AND PRIVATE COMPANIES REFERENCED ON THE SITE HAVE NOT BEEN REGISTERED WITH OR QUALIFIED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY. ANY SUCH  RESTRICTED SECURITIES COULD ONLY BE PURCHASED OR SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. RESTRICTED SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE DOCUMENTS RELATING TO SUCH SECURITIES AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

 

  • NO OFFER OF SECURITIES

 

The Site and Content is for informational purposes only and shall not constitute nor be construed as an offer or solicitation to invest in any security. Any such offer or solicitation will only be made by means of a confidential offering memorandum for a particular security.  You acknowledge and expressly agree that (i) any communication made by the Company or its affiliates to you regarding the Company or any investment opportunities do not constitute general advertisements or any form of general solicitation.  Past performance does not guarantee future results. All investments involve risk. Restricted securities are especially speculative and therefore are only available to qualified purchasers who are able to lose their entire investment.

 

  • DISPUTE RESOLUTION

 

THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY.  Any controversy, claim or dispute arising out of or relating to these Terms or the breach thereof or the Site or the Content (each a “Dispute”) shall be settled by arbitration administered by JAMS in accordance with its applicable procedures then in effect. These Terms and their interpretation and validity shall be governed by the substantive law of Delaware applicable to contracts made and to be performed therein and without regard to its conflicts of laws rules that would result in the application of the laws of another jurisdiction. The arbitration shall be governed by the arbitral law of the United States. Judgment on the award rendered may be entered in any court having jurisdiction thereof. The place of the arbitration shall be Palo Alto, California, United States or such other location as may be designated by the Company. The language of the arbitration shall be English. Notwithstanding the foregoing, the Company may, without waiving any remedy under these Terms, seek from any court having jurisdiction any interim or provisional relief that it deems necessary to protect its rights or property, pending the establishment or the arbitral tribunal or pending the arbitral tribunal’s determination of the merits of the Dispute, and you agree to the jurisdiction of the state and federal courts located in Santa Clara County, California, United States, and waive any jurisdictional, venue or inconvenient forum objections to such courts, for such purposes.

 

  • MISCELLANEOUS

 

If any provision of these Terms, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible, or, if incapable of such enforcement, shall be deemed to be deleted from these Terms, and the remainder of these Terms and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. These Terms are not assignable, transferable or sublicenseable by you except with our prior written consent.  We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. These Terms may not be modified or amended except as set forth in the introductory section of these Terms.  Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.  Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in Company’s discretion.  You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  The Company will not be responsible for failures to fulfill any obligations due to causes beyond its control.

 

If you have any questions or comments regarding these Terms, please contact us at contact@signaturescapital.com.