USE OF THIS WEB SITE IS CONDITIONED ON AGREEMENT TO THESE TERMS AND CONDITIONS. YOUR CONTINUED USE OF THIS WEB SITE INDICATES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND CONDITIONS. This agreement is between you and Spencer Trask Ventures, Inc. (”Spencer Trask”), a corporation organized and existing under the laws of Delaware and with a principal place of business at 750 Third Avenue, New York, NY 10017.
1. Copyright and Trademark. The content on this web site is only for your personal, noncommercial use. You acknowledge that Spencer Trask retains all right, title, and interest in and to the content on this web site (including text, images, software code, and multimedia elements) and all intellectual property rights therein. This web site and the content on it are protected by copyright pursuant to the copyright laws of the United States and other countries, international conventions, and other applicable laws. You may not download, display, reproduce, create derivative works from, transmit, sell, distribute, or in any way exploit this web site or content on it for any public or commercial use. You agree not to use any trademarks, service marks, logos, or other identifiers of Spencer Trask without the prior written permission of Spencer Trask.
2. Third Party Sites. This web site may contain links to other web sites maintained by third parties. Spencer Trask does not control, and is not responsible for, any information, content, products or services accessible from such third-party sites.
3. Information Provided on This Web Site. Spencer Trask does not represent or endorse the accuracy or completeness of any information displayed on or distributed through this web site. You are responsible for verifying relevant information prior to purchasing any third party products or services described on this web site. You acknowledge that, unless otherwise expressly stated, this web site is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any financial product which may be referenced in this web site. Spencer Trask shall have no liability arising from your purchases of third party products or services based upon the information provided on this web site.
- Personal Information That We Collect: We collect personal information about you, such as your name, address, social security number and information about your income and assets, from a variety of sources, including:
- Information that you provide on applications or other forms, through your discussions with our registered representatives or over the Internet.
- Information about your transactions with us or your account(s) with us.
- Information from our service providers, marketing companies, or other third parties.·
- How Your Personal Information May Be Disclosed: WE DO NOT SELL OR RENT YOUR PERSONAL INFORMATION TO ANYONE.·When we do disclose non-public personal information about you, whether to our affiliates or to third parties, we do so only for the limited purposes that are permitted by law. For example, we may share information about you with service providers in order to service or administer your account with us or to process transactions. We also may disclose information about you to comply with your requests or with regulatory or other legal requirements. We may also disclose such information with companies that perform marketing and other similar services for us, but only pursuant to a contract that prohibits the service provider from using that information for any purpose other than to provide the services for which they have been retained.·
- How We Protect Your Personal Information:·We restrict access to your personal information to those employees or service providers who have a legitimate business need to know that information. We maintain policies and procedures (including physical, electronic and procedural safeguards) that are designed to protect the confidentiality of such information.
- For More Information:·For more information about Spencer Trask’s privacy policies, please contact your registered representative at 1-800-622-7078.
6. Members Only Services. Spencer Trask provides certain Members Only Services by means of this web site. Use of the Members Only Services is governed by additional terms and conditions as well as by this agreement. The additional terms and conditions may be viewed here.
7. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE (INCLUDING ALL CONTENT, MEMBERS ONLY SERVICES, AND INFORMATION) ARE PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY, OR NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY. USE OF THE SITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF CONTENT (INCLUDING WITHOUT LIMITATION SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE SITE. UNDER NO CIRCUMSTANCES SHALL SPENCER TRASK BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR MEMBERS ONLY SERVICES, EVEN IF SPENCER TRASK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Termination. Spencer Trask reserves the right to restrict, suspend or terminate your access to this web site in whole or in part, without notice. Spencer Trask also reserves the right to restrict, suspend or terminate your access to the Members Only Services (as applicable) for failure to comply with the terms applicable to the Members Only Services.
10. Modifications. Spencer Trask has the right to modify, suspend or discontinue this web site (including without limitation the Members Only Services), this agreement, and the terms applicable to the Members Only Services at any time. Posting revised legal terms on this web site will constitute notice to you of such terms. Spencer Trask may also impose limits on certain features and services or restrict your access to parts or all of the Spencer Trask Site without notice or liability.
11. General. This agreement (and, as applicable, the Members Only Services terms) constitutes the entire agreement between you and Spencer Trask with regard to the use of this web site. Interpretation and enforcement of this agreement shall be governed by the laws of the state of New York (excluding its choice of law rules). You consent irrevocably to personal jurisdiction in the federal and state courts of New York County, New York for any action arising out of or relating to your use of this web site or Members Only Services. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.
Additional Terms for Members Only Services
USE OF THE MEMBERS ONLY SERVICES IS CONDITIONED ON AGREEMENT TO THESE ADDITIONAL TERMS AND THE TERMS AND CONDITIONS OF USE OF THE SPENCER TRASK WEB SITE. BY CLICKING “I AGREE”, YOU ACCEPT THE TERMS AND CONDITIONS OF USE AND THE ADDITIONAL TERMS. YOUR CONTINUED USE OF THIS WEB SITE INDICATES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND CONDITIONS.
1. Password Protection. Access to the Angel Investor Network and related services (the “Members Only Services”) is password protected. If you do not have a valid user name and password issued to you by Spencer Trask, you may not use this web site. You are solely responsible for keeping your user name and password confidential, for all uses of your user name and/or password, and for any acts or omissions during such use. You agree not to assign, transfer, or sublicense your rights as a subscriber to the Members Only Services.
2. Termination of Account. If any Member Services Customer (”Customer”) ceases to be a member of the Angel Investor Network, or if any individual user of the Member Services leaves the employment or service of any Customer, that Customer or individual user (as applicable) shall cease to use and/or cause the cessation of use of all related user names and passwords. If Spencer Trask believes that any user name or password is being used in violation of these terms or the terms and conditions of use of the Spencer Trask web site, Spencer Trask reserves the right to cancel access rights immediately without notice and to block access to the Member Services.
3. Your Account Information. For purposes of identification, billing and marketing, you agree to provide Spencer Trask with accurate, complete, and updated registration information. You agree to notify Spencer Trask promptly of any changes in your information. You may contact Spencer Trask to determine whether your information is current and accurate, and, if not, to request corrections or updates. In connection with your use of the Member Services, you acknowledge and consent to the electronic recording of any communication, electronic or otherwise, between you and Spencer Trask and its employees or agents. You acknowledge and consent to the recording, retention, and use (to the fullest extent permitted by law) by Spencer Trask and its business affiliates, employees and agents of all information you provide or access during the use of the Member Services. You further acknowledge that Spencer Trask may communicate with you electronically regarding your account, as well as other news and offers Spencer Trask believes to be of interest to you, and you agree to receive these communications in lieu of printed documentation.
4. Financial Responsibility. You agree to be financially responsible for all usage or activity on your Members Only Services account, including any investment decisions based on information obtained by means of the Members Only Services. It is strongly recommended that you read carefully the Offering Memorandum relating to any offering before making an investment decision regarding such offering. YOU AGREE AND ACKNOWLEDGE THAT THE INVESTMENTS DESCRIBED ON THIS WEB SITE ARE LIKELY TO BE SPECULATIVE AND TO INVOLVE A HIGH DEGREE OF RISK.
5. Your Representations and Warranties. By clicking on the button marked “Agree” below, you represent and warrant the following, and agree to indemnify, defend, and hold harmless Spencer Trask and its employees, agents, representatives, and business affiliates from any liability, loss, cost, or expense (including without limitation reasonable attorneys’ fees) arising from any breach by you of these representations and warranties:
- You have reviewed all of the terms and conditions provided on this web site which govern the Members Only Services, including the Terms and Conditions of Use of the Web Site [available here].
- You will not copy or distribute any roadshow or private placement material provided by means of the Member Services to any person or entity other than your employee(s) or authorized agent(s);
- You are an “accredited investor” as defined in Rule 501(a) of Regulation D, under the Securities Act of 1933, as amended , i.e., at least one of the following:
- an individual whose net worth, either alone or in combination with your spouse, exceeds $1 million;
- an individual whose annual income has been greater than $200,000 for the previous two calendar years and has a reasonable expectation for it to continue at that level in the future;
- an individual whose annual income aggregrated with that of their spouse exceeds $300,000 for the previous two calendar years and has a reasonable expectation for it to continue at that level in the future;
- a bank as defined in section 3(a)(2) of the Securities Act of 1933, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act of 1933 acting in individual or fiduciary capacity;
- a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;
- an insurance company as defined in section 2(13) of the Securities Act of 1933;
- an investment company registered under the Investment Company Act of 1940 or business development company as defined in section 2(a)(48) of the Investment Company Act;
- a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
- a plan established or maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000;
- an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan with total assets in excess of $5,000,000 or, a self-directed plan, with investment decisions made solely by persons that are accredited investors;
- a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; or an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership with total assets in excess of $5,000,000.