EARLYSTAGEHUB LLC
User Terms of Service
1. ACCEPTANCE OF TERMS
EarlyStageHub LLC ("ESH") welcomes you to its online community. ESH provides this service (the “Service”) to you (“You”) via its web site which is located at https://www.angelinvestboston.com/ and , is owned and operated by ESH (the “Site”), and is subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time on this page. In addition, when using particular ESH- owned or operated services, you shall be subject to any posted policies, guidelines or rules applicable to such services. All such policies, guidelines and rules are hereby incorporated by reference into the TOS. You further agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreementthese TOS.
2. DESCRIPTION OF THE SERVICES; SYNDICATES
General Services
The Site is a communications platform and information provider that provides general information regarding venture capital, early stage investments, and seed financings. The Site does not provide investment advice or recommendations of any kind.
SyndicatesLimited Service
The Site offers certain users the ability to join access certain portions of the Site, including a mailing list, that provideswill enable such users to receive factual information about early stage investments. Only sophisticated investors with personal or professional experience assessing the long-term business prospects of early stage companies are eligible to join certain groupsaccess such portions ofn the Site. In addition, aAny user accessing these portions of the Site will be solely responsible for complying with all applicable laws regarding any transaction investment they may ultimately entermake, including without limitation the determination of whether any user is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933, as amended, and whether the investment complies with applicable securities laws.
3. ELIGIBILITY.
Our services areThe Service is available only to individuals, companies, and educational institutions that can form legally binding contracts under applicable laws. Without limiting the foregoing, our services arethe Service is not available to minors under the age of thirteen (13) or to anyone who may not legally work within the jurisdiction of the United States. By requesting to use, registering to use and/or using the Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreementthese TOS and you commit to abide by all of the terms and conditions hereof
You hereby authorize ESH to verify your representations and warranties herein, and you acknowledge that ESH reserves the right, but not the obligation, to verify such representations and warranties and to take action it deems appropriate in its sole discretion, including but not limited to terminating your membershipaccess, should it determine, in its sole opinion, that you have violated any representation or warranty or any other provision of these Terms of UseTOS.
NOTWITHSTANDING THE FOREGOING, ESH DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY ANY USERS OF THE SITE. USERS DO HEREBY REPRESENT, UNDERSTAND AND AGREE TO HOLD ESH HARMLESS FOR ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY ANY USERS OF THIS SITE.
5. ESH PRIVACY POLICY
Personal and certain other information about you is subject to our Privacy Policy. As a condition of using the Service, you agree to the terms of the ESH Privacy Policy, as it may be changed from time to time. For more information, see our full Privacy Policy at [url].
6. CONTENT
You understand that all materials you create, information, data, text, software, music, sound, photographs, graphics, video, messages and/or other materials ("Content"), whether publicly posted or privately transmitted via the Service, are the sole responsibility of the person from which such Content originated. This means that you, and not ESH, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. ESH does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will ESH be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
You acknowledge that ESH may or may not pre-screen Content, but that ESH and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, ESH and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by ESH or submitted to ESH , including without limitation information in the Study Groups (as defined below), and on the Sitein all other parts of the Service.
You acknowledge, consent and agree that ESH may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of ESH, its users, and the public.
7. APPROPRIATE CONDUCT
You agree that you are responsible for your own conduct and communications while using the Service and for any consequences thereof. You agree to use the Service only to send and receive messages and material that are legal and proper. By way of example, and not as a limitation, you agree that when using the Service, you will not:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others or post any inappropriate, defamatory, infringing, obscene, libelous or unlawful Content;
- post any mature, adult, or sexually explicit Content or post any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party (the "Rights"), unless you are the owner of the Rights or have the permission of the owner to post such Content;
- download any file posted by another user that you know, or reasonably should know cannot be legally distributed in such manner;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Service;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about users for any unauthorized purpose;
- submit Content that falsely expresses or implies that such Content is sponsored or endorsed by ESH;
- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or transmit any viruses, spam, Trojan horses, or any items of a destructive nature.
International users agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to the United States or your country of residence.
While ESH prohibits the conduct and Content described above in connection with the Service, you understand and agree that you nonetheless may be exposed to such conduct and/or Content and that you use the Service at your own risk.
8. REGISTRATION AND MEMBERSHIP
In order to use certain aspects of the Service, you may be required to register and establish an online account with ESH. We refer to registered users as members (“Members”) and subject Members to the following specific terms:
a. In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service'sany registration form (such information being the "Registration Data") and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, including but not limited to any information regarding your status as a sophisticated investor, if applicable. If you provide any information that is untrue, inaccurate, not current or incomplete, or ESH has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ESH has the right to suspend or terminate your account and refuse your current or future use of the Service (or any portion thereof).
b. ESH does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to such Content, you grant ESH a worldwide, royalty free, perpetual, unlimited, and non-exclusive license(s) to use, distribute, reproduce, modify, adapt, create derivative works, publicly perform and publicly display such Content via the Service or on any other ESH property. ESH reserves the right to syndicate the Content submitted, posted, and/or displayed by you and to use that Content in connection with other services offered by ESH.
c. You agree that ESH may, under certain circumstances and without prior notice, immediately terminate your ESH account; any associated email address, any associated username, and/or access to the Service. Cause for such termination shall include, but not be limited to, (i) breaches or violations of the TOS or other incorporated agreements, guidelines, policies or rules, (ii) requests by law enforcement or other government agencies, (iii) unexpected technical or security issues or problems, (iv) extended periods of inactivity, (v) your engagement in fraudulent or illegal activities, and/or (vi) nonpayment of any fees owed by you in connection with the Service. Termination of your ESH account includes (a) removal of access to all offerings within the Service, including but not limited to the Study Groups, (b) deletion of your password, username and all related information, files and Content associated with or inside your account (or any part thereof), and (c) barring further use of the Service. Further, you agree that all terminations for cause shall be made in ESH's sole discretion and that ESH shall not be liable to you or any third-party for any termination of your account, any associated email address, username or access to the Service.
d. Mobile Services. ESH may offer the Services through mobile applications created by it or third party developers. If you use the Services through a mobile device, you agree that information about your use of the Services through your device and carrier may be communicated to use, including but not limited to the name of your carrier, information about your device, and your physical location. In addition, use of the Services through a mobile device may cause data to be displayed on and through your mobile device. By accessing the Service with a mobile device, you represent that, in the event that you import and ESH data to your mobile device, you have the authority to share the transferred data with your mobile carrier or other access provider. In the event that you change or deactivate your mobile account, you are obligated to update your User AccounRegistration Data to ensure that information is not misdirected. You acknowledge that you are responsible for all charges and necessary permissions related to accessing the Services through your mobile access provider. Finally, by using any downloadable application to enable your use of the Service, you are confirming your acceptance of any terms and conditions associated with the application as provided to you when you download and/or install the application.
9. DISCLAIMER
This Site is for information purposes only and should not be construed as an offer to buy or sell any security. ESH shall not be liable for any damages incurred by clients or authorized subscribers arising as a result of reliance upon the Site. Recommendations made on the Sites may not be suitable for all users and do not take into account each user’s particular investment risk or return objectives or constraints. In no event will ESH be liable for any consequential, indirect, special, or incidental damages such as damages for lost profits, business failure or loss, arising out of use of this Site whether or not ESH has been advised of the possibility of such damages. This Site is based on ESH’s reasonable efforts to compile and analyze the best sources reasonably available to it at the time of publication, and any opinions set forth herein reflect ESH’s judgment at the time and are subject to change. Past results are no guarantee of future results. ESH is an independent firm with no investment banking or brokerage businesses or affiliations, and no part of its compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this report.
10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
11. INDEMNITY
You agree to indemnify and hold ESH, and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
12. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your ESH username) or Content you do not own, use of the Service or Content you do not own, or access to the Service or Content you do not own, without the express written consent of ESH.
13. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that ESH may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on ESH servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that ESH has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that ESH reserves the right to log off accounts and deactivate usernames that are inactive for an extended period of time. You further acknowledge that ESH reserves the right to modify these general practices and limits from time to time.
14. MODIFICATIONS TO SERVICE
ESH reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ESH shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
15. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers (if any) found on or through the Service, including payment and delivery of related goods or services from Providersadvertisers, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that ESH shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
16. LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because ESH has no control over such sites and resources, you acknowledge and agree that ESH is not responsible for the availability of such links, external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that ESH 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 such content, goods or services available on or through any such links, site or resource, or any failures and/or disruption to your computer system that results from your use of any such links.
17. ESH'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is the property of ESH and its licensors and is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by ESH or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
ESH grants you a personal, non-transferable and non-exclusive right and license to use the Service and Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by ESH for use in accessing the Service.
18. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ESH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. ESH MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ESH OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
e. THE SERVICES DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO BUY OR SELL SECURITIES, ANY RIGHT TO PARTICIPATE IN ANY INVESTMENT OR SYNDICATE OF ANY KIND AND ARE IS OFFERED FOR INFORMATIONAL PURPOSES ONLY.
19. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ESH SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ESH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY INCLUDING ADVERTISERS ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
20. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH IN SECTIONS 186 AND 197 ABOVE MAY NOT APPLY TO YOU.
21. PAYMENTS AND REFUNDS
ESH may, from time to time, offer products and services that require payment. The Company will update these TOS with specific payment and refund terms and conditions when such products or services are offered.
22. NOTICE
ESH may provide you with notices by email, regular mail, or postings on the ServiceSite.
23. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
ESH respects the intellectual property of others, operates in accordance with the Digital Millennium Copyright Act, and we ask our users to do the same. ESH may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of Members and prohibit the use of the Service by certain users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please contact ESH immediately at [email] with the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
24. GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and ESH and governs your use of the Service, superseding any prior agreements between you and ESH with respect to the Service. You also may be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines or rules that may apply when you use or purchase certain elements of the Service, affiliate or advertiser services, third-party content, or third-party software.
Independent Contractors. Nothing contained in the TOS shall be construed to constitute either party as a partner, employee or agent of the other party, nor shall either party hold itself out as such. Each party has no right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain an independent contractor responsible for its own actions.
Choice of Law and Forum. The TOS and the relationship between you and ESH shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. You and ESH agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Suffolk, Massachusetts.
Waiver and Severability of Terms. The failure of ESH to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Violations. Please report any violations of the TOS to ESH at [email]