SHATTERED GLASS TERMS OF SERVICE
Last Updated: March 18, 2020
Welcome to www.shatteredglassequity.com (“Shattered Glass”). We provide a platform where entrepreneurs can meet sophisticated investors.
Users of this website may open an account as an “Entrepreneur” (who are looking for advice and an introduction to potential investors) or as an “Investor” (who must complete our accredited investor/sophistication questionnaire).
Significant regulatory considerations apply to the capital raising process, and this Agreement sets forth terms on which Entrepreneurs interact with Investors through our platform.
ENTREPRENEURS: If you are an Entrepreneur, you are welcome to upload information about your business plan, including information you consider confidential. We cannot, however, guarantee that Investors who see your information do not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that allows unauthorized viewing of material or that Investors actually fit within the categories they have identified themselves under.
INVESTORS: The only people who are authorized to create Investor accounts on the Site are sophisticated investors with personal or professional experience assessing the long term business prospects of early stage companies. Investors must understand the risk of investing in early stage companies, including the high likelihood of loss and long period of illiquidity. In addition, if you are using the Site as an Investor, you must qualify as an Accredited Investor, as defined below, and be sophisticated enough to protect your own interests. As an Investor, you may participate in one or more projects. In the course of participating as investment opportunities through the Site, you may receive Locked Information. You will also want to select what kinds of Entrepreneurs you would like an introduction to and what kinds of business plans you would like to see. We do not promise to make introductions to all Entrepreneurs or show you all business plans that meet your criteria, nor can we promise that all Entrepreneurs we introduce and business plans that we show you will actually satisfy your criteria, but we will try.
By using Shattered Glass, including by simply viewing content on the Site, you are agreeing that you, and each person you allow to access Shattered Glass through your account, will abide by the terms of this Terms of Service (“Agreement”), which is set forth in its entirety below. This Agreement is between you and Shattered Glass (“we,” “Shattered Glass” or the “Company”), and it governs your access to and use of the services, websites, and applications offered by Shattered Glass (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.
The Site is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Site is prohibited. Persons in respect of whom such prohibitions apply must not access the Site.
Capitalized terms used herein are defined in the Definitions Section of this Agreement.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SHATTERED GLASS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY THE ARBITRATION AGREEMENT BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
I. GENERAL SECURITIES PRINCIPLES
The securities laws applicable to private company finance are complicated and occasionally ambiguous. In general, they are designed to protect unsophisticated people from making poor investment decisions. Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. Generally, startup ventures use one or more of the “private placement” exemptions because they allow for the raising of capital without complying with the costly and time-consuming registration process. One of the requirements of the private placement exemption is that neither the company which is offering its securities nor any person acting on such issuer’s behalf may offer or sell the securities by any form of “general solicitation”, except where, as provided under Rule 506(c) of Regulation D, the issuer has taken reasonable steps to verify that all of the investors in the offering are Accredited Investors. Furthermore, many states and foreign countries all have their own regulations governing securities transactions that must be observed. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site.
II. USER OBLIGATIONS
a. To Act Responsibly. You are promising to act responsibly – which means:
i. You are making the following Promises:
1. Requirements to Use the Services.
a. That you have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in Shattered Glass violates provisions of the law to which you are subject, you will cease using the Services and close your account;
b. That you are at least 18 years old;
c. That you shall not use a false or deceptive name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
d. That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
e. That you shall be solely responsible for maintaining the confidentiality of your password;
f. That you will update your registration information with the Shattered Glass as needed so that it remains true, correct and complete; and
g. That you will conduct yourself in a professional manner in all your interactions with Shattered Glass and with any other Shattered Glass user.
2. Requirements related to Content on Shattered Glass.
a. That you will only provide Shattered Glass with Content that you have a right to provide to Shattered Glass and to allow Shattered Glass to display through the Services,
b. That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display, publication or use by Shattered Glass.
c. That you understand that any other Content you find on or through Shattered Glass is the sole responsibility of the person who originated such Content;
d. That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that Shattered Glass will not be responsible or liable for any use of your Content by Shattered Glass in accordance with this Agreement;
e. That you are not relying on Shattered Glass to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services;
f. That you understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Shattered Glass for any such material; and
g. That you understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against Shattered Glass for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services.
3. Requirements related to Investments.
a. That you will only invest in a project offered through the Site after carefully reviewing and assessing the terms of the investment, including the related private placement memorandum, subscription agreement and organizational documents as well as any information provided through the Site;
b. That you will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money;
c. That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a U.S. state or of any foreign government with jurisdiction over you or any investor);
d. That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice; and
e. That you have reviewed and understand the discussion of risks, and that you are otherwise aware of the risks of making investments.
ii. You are promising not to:
1. Violate the Community Rules of Shattered Glass, as defined below;
2. Expect Shattered Glass to evaluate, confirm or otherwise stand behind any user’s statements or recommend any investment;
3. Treat any Content, email or other information you receive as a result of your access to the Services as a recommendation or representation of any kind by Shattered Glass, an affiliate of Shattered Glass or any employee, officer, manager, member, representative or other agent of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person;
4. Claim any ownership or other proprietary right in any material, software or other intellectual property displayed on, published by or otherwise available through Shattered Glass, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on Shattered Glass;
5. Copy or distribute Content except as specifically allowed in this Agreement;
6. Use any Content, or other information acquired from Company Persons, Investors or Entrepreneurs, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company;
7. Claim any right to access, view or alter any source code or object code of Shattered Glass;
8. Use Shattered Glass to market services, particularly investment advisory services that might cause Shattered Glass to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter; or
9. Market competing services to people you’ve identified through Shattered Glass.
b. Indemnify Shattered Glass and Related Parties. You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of Shattered Glass.
i. Indemnity. You agree to indemnify and hold the Company and any Company Person harmless (including against costs and attorneys’ fees) from any liabilities, losses, damages, costs and expenses (including attorneys’ fees and expert fees) arising from or related to any claim or demand made by any third party due to or arising out of your access to or use of the Services, the violation of this Agreement by you, the infringement or misappropriation by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Services by you (including claims related to defamation, invasion of privacy or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Services.
ii. Release. You hereby release any claims you may have against Shattered Glass and any Company Person that are in any way related to the Services or your use of Content, including any representations, recommendations or referrals you may receive as a result of your registration with Shattered Glass. You are solely responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners.
iii. Shattered Glass Employees and Affiliates. You understand that Company Persons may participate in the Services as Entrepreneurs or Investors, and that Shattered Glass is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.
c. Confidentiality. By registering with Shattered Glass, or otherwise using the Services or viewing Content made available through Shattered Glass in any way, you may have an opportunity to see Locked Information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Services via an Internet website, for which one of the principal purposes is to compete with Shattered Glass.
d. Other User Obligations.
i. You promise to comply with the terms of the license set forth below.
ii. You are licensing to us the right to publish all Content you upload to Shattered Glass, including any comments or other forum posts you may offer on the Site in order to provide the Services. Your Content will be viewable by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others.
iii. To the extent that Shattered Glass is determined, for any reason, not to be the licensee of any material you have provided to us, including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”), you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by Shattered Glass and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by the Company.
iv. You acknowledge that Shattered Glass is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on Shattered Glass, or to feature or otherwise display your Content on any web page.
v. You acknowledge that you do not rely on the Company to monitor or edit the Services (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the Company) and that the Services may contain Content which you find offensive or which is untrue or misleading and you hereby waive any objections and claims you might have with respect to viewing such content.
vi. You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively,
“Updates”). The Company, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advance notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.
vii. If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of Shattered Glass Content (as we may determine in our reasonable discretion), you must additionally follow these rules:
1. You must use a descriptive user agent header.
2. You must follow robots.txt at all times.
3. You must make it clear how to contact you, either in your user agent string, or on your website if you have one.
III. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
a. Privacy & Cookies Policy. Shattered Glass values your privacy. Please review our Privacy & Cookies Policy to learn more about how we collect and use information about you via the Services. The Privacy & Cookies Policy explains how Shattered Glass treats your personal information and protects your privacy when you access Shattered Glass and use the Services.
b. Amendments to the Privacy & Cookies Policy. We may amend the Privacy & Cookies Policy at any time in our sole discretion, effective upon posting the amended Privacy & Cookies Policy at the domain of [PRIVACY URL] where the prior version of the Privacy & Cookies Policy was posted, or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Privacy & Cookies Policy is published will constitute consent to such amendments to the extent they do not have retroactive applicability.
IV. COMPANY SERVICES AND LICENSE
a. License to Use the Service. All right, title, and interest in and to the Services (excluding Content provided by users) is and will remain the exclusive property of Shattered Glass and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the Shattered Glass name or any of the Shattered Glass trademarks, logos, domain names or other distinctive brand features. Subject to your acceptance and the terms of this Agreement, Shattered Glass grants to you a non-assignable, non-exclusive, non-transferable, non-sublicensable, revocable limited license to use the Services and related software (for your reasonable internal business purposes in accordance with the Agreement and any other guidelines and requirements that we may implement from time-to-time), provided that you:
i. do not use the license to engage in any commercial activity;
ii. do not modify the Content, except as described below;
iii. attribute Shattered Glass with a human and machine-followable link (an anchor tag) linking back to the page displaying the original source of the Content on Shattered Glass;
iv. make a reasonable effort to update a particular piece of Content to the latest version on Shattered Glass; and
v. make a reasonable attempt to delete Content that has been deleted on Shattered Glass.
b. No Claim to Any Rights in Your Information. We are promising not to claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through Shattered Glass in connection with our Services.
c. All New Investors Must Execute an “Accredited Investor Questionnaire”. We will require all new users of Shattered Glass who identify themselves as Investors to execute an Accredited Investor Questionnaire within our Application. We have designed the questionnaire to make Investors think about whether they really are accredited and sophisticated, but we do not verify the representations they make.
V. RESERVATION OF THE COMPANY'S RIGHTS
a. Right to Control Content. Shattered Glass may, but is not required to, monitor or control the Content posted via the Services. Our failure to exercise this right does not give you any right to make a claim against Shattered Glass. Any Content that has been uploaded through the Services may be deleted at any time without notice to you.
b. Right to Discontinue the Services. Shattered Glass reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.
c. Right to Terminate User Access. Shattered Glass reserves the right to terminate your access to the Services without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
d. Right to Refuse or Cancel Registration. The Company has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information (including Content) as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of Shattered Glass, its users and the public.
e. User Acknowledgement. Without limiting the generality of the foregoing, you specifically acknowledge that the Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
f. Comments, Feedback, Suggestions, Ideas, And Other Submissions. The Services may invite you to chat or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content to the Company or to/via the Services. Any such material you transmit to the Company or otherwise through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company, is hereby licensed by you to the Company on a nonexclusive, worldwide, royalty-free, perpetual, transferable and fully sublicensable basis. For more information, see our Privacy & Cookies Policy.
VI. LIMITS ON THE COMPANY'S OBLIGATIONS
a. Introductions. We are not obligated to introduce you to any Entrepreneur or Investor.
b. Verifying Due Diligence. We are not responsible for doing diligence on the Entrepreneurs, Investors, other users you meet through Shattered Glass or verifying any representations, materials or other information provided by Entrepreneurs, Investors, or other users to you.
c. Verifying Accredited Investor Status. We are not responsible for verifying that that any Investor is accredited, or otherwise authorized or appropriate to invest in you, or for determining whether any use of Shattered Glass constitutes a general solicitation of securities under the securities laws of the United States, or the laws of any state or other jurisdiction, including foreign jurisdictions.
d. No Recommendations. We do not recommend any startups for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on the Site or in our emails. In particular, we do not act as an investment adviser to any Investor(s) and no part of this Site is intended to constitute investment advice.
e. Client Confidentiality. We are not obligated to maintain the confidentiality of any Content you give us, other than Locked Information, and with respect to Locked Information, we are not obligated to protect it other than by designating it as such.
f. Intellectual Property Rights. The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
g. Business Opportunities. In the event that the Company invests in any business, we are not obligated to make that investment opportunity available to anyone else.
h. No Endorsement of Content. The Company does not control or endorse the Content, messages or information found in the Services or external websites that may be linked to or from Shattered Glass and, therefore, the Company specifically disclaims any responsibility with regard thereto.
i. No Obligation to Display Content. The Company has no obligation to accept, display, review, verify, monitor or maintain any Content submitted by users, user forum posts, commentary, ratings or compliments (“Comments”). We have the right to delete Content or Comments from the Services without notice for any reason at any time. The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability. Notwithstanding the forgoing rights, the Company reserves the right to treat Content provided by users and Comments as content stored at the direction of users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable Content restrictions when violations are brought to the Company’s attention.
VII. COPYRIGHT POLICY
a. Shattered Glass respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the U.S. Copyright Act have been infringed by acts of third parties over the Internet.
b. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Services in a way that may constitute copyright infringement, or if you believe that any material on the Services violates this Agreement or your intellectual property rights, please notify the Company as soon as possible by sending an email to email@example.com, or by mailing a letter to the Copyright Agent (listed below) containing the following information in accordance with the DMCA: (i) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (ii) identification of the copyrighted work claimed to have been infringed; (iii) your contact information, including your address, telephone number, and an email address; (iv) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
c. Our Copyright Agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Services is:
Attn: Copyright 401 Grand Avenue
West Des Moines, IA 50265
d. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Shattered Glass will also terminate a user’s account if the user is determined to be a repeat infringer.
VIII. TERM AND TERMINATION
Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of this Section, you may terminate this Agreement at any time by deleting all Content you have provided to Shattered Glass and ceasing to use the Services. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by the Company or any other user of the Services that you acquired via use of the Services. Your representations in this Agreement and the provisions of User Obligations, Arbitration, and any other provision of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.
IX. DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY
a. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, BUG-FREE OR ERROR-FREE.
b. TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
c. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Services, any Content or third party applications, software or content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.
d. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon or any content you receive as a result of your relationship with Shattered Glass. Shattered Glass will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any Content. You also agree that Shattered Glass has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Shattered Glass or through the Services, will create any warranty not expressly made herein.
e. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
f. To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.
X. DISPUTES WITH OTHERS
We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Services. If you have a dispute with other users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.
a. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (or the breach, termination, enforcement, interpretation or validity thereof) (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to 401 Grand Avenue, West Des Moines, IA 50265. The Company will send its notice to your address as set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by you in connection with your use of the Services.
b. Binding Arbitration at Option of Either Party. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration, and not in a class, representative or consolidated action or proceeding. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to the Disclaimers; Limitations; Waivers Of Liability Section of this Agreement, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.
c. Restrictions/No Class Actions. You and the Company agree that any claim brought in connection with a Dispute, whether resolved through arbitration or not, will be brought between the Company and you individually, and that you may not assert any such claim against Company as plaintiff or class member in any purported class or representative proceeding. To the fullest extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and the Company is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons. If this specific provision is determined to be unenforceable, then the entirety of this Section XI (Arbitration) will be null and void.
d. Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; and (2) any claim for injunctive relief.
e. Effect of Changes on Arbitration. Notwithstanding the provisions of the Amendments to this Agreement Section below, if Company changes any of the terms of this Arbitration Agreement after the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement), you may reject any such change by sending us written notice (including by electronic mail to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date below or in the date of Company’s email to you notifying you of such change (whichever is earlier). By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of this Section as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement).
a. Availability of Services.
i. The Company operates and controls the Services from its offices in the United States. The Company makes no representation that the Services are appropriate or available in other locations. The information provided on or through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
ii. Certain information provided by Entrepreneurs or Investors may be subject to U.S. export controls. Thus, no such materials may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List. By downloading any material available through the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
b. Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone, so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
c. Amendments to this Agreement. We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Terms of Service at the domain of www.shatteredglassequity.com where the prior version of this Agreement was posted or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.
d. Venue and Governing Law. This Agreement and all aspects of the Services shall be governed by and construed in accordance with the internal laws of the United States and the State of Iowa governing contracts entered into and to be fully performed in Iowa (i.e., without regard to conflict of law’s provisions) regardless of your location except that Arbitration of this Agreement shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in Polk County, Iowa, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by the relevant party to the Company in connection with its use of the Services. With respect to any Disputes not subject to informal dispute resolution or arbitration (as set forth above), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Polk County, Iowa, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Polk County, Iowa. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this section shall remain in full force.
e. Waiver and Severability.
i. The failure of the Company to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this Agreement as so interpreted.
ii. You and the Company agree that if any portion of this Agreement, except any portion of Restrictions/No Class Actions Section is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which shall continue to be in full force and effect. If the Arbitration Section is found to be illegal or unenforceable, then neither you nor the Company will elect to arbitrate any Dispute falling within that portion of Arbitration Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within Polk County, Iowa, and you and the Company agree to submit to the personal jurisdiction of that court.
f. Section Headings; Verification Documentation; Waiver of Execution Defenses. The section headings used herein are for convenience only and shall not be given any legal import. Upon the Company’s request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against the Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
g. Prohibition of Assignment. You may not assign this Agreement without the Company’s prior written consent. Any attempted assignment in contravention of this provision will be null and void.
h. Entire Agreement. This Agreement contains the entire understanding of you and the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Services by the Company. 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.
i. Statute of Limitations. You and the Company both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, this Agreement or our Privacy & Cookies Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
j. No Third Party Beneficiaries. This Agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the Services.
k. Government Use. If you are a part of an agency, department or other entity of the U.S. Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services and any related software is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Services by the Government shall be governed solely by this Agreement.
a. "Community Rules": Participants in the Shattered Glass community will not, in connection with the Services:
i. defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap;
ii. use any profane, obscene, pornographic or otherwise objectionable content or language;
iii. promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;
iv. violate the personal, privacy, contractual, intellectual property or other rights of any person;
v. reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
vi. violate this Agreement or any local, state, federal or non-U.S. law, rule or regulation;
vii. trick, defraud, deceive or mislead the Company or other users, such as by submitting false reports of abuse or misconduct to the Company’s support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;
viii. interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
ix. disparage, tarnish or otherwise harm, in the Company’s opinion, the Company and/or the Services;
x. upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
xi. reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
xii. access or search (or attempt to access or search) the Services by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provide by Shattered Glass, unless you have been specifically allowed to do so in a separate Agreement with Shattered Glass (note crawling the Services is permissible in accordance with this Agreement, but scraping the Services is expressly prohibited without the prior consent of Shattered Glass);
xiii. remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services or any website on which the Services are offered or on a third party website and/or Company software on which Company code is embeddable or embedded on;
xiv. remove, obscure or change any notice, banner, advertisement or other branding on the Services;
xv. submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company;
xvi. interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach; or
xvii. sell access to the Services or any part thereof other than through a mechanism approved by the Company.
b. "Content" means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Services. You retain ownership of all Content you submit, post, display or otherwise make available on the Services.
c. "Locked Information" means, all information acquired by, through or in connection with your use of the Services or the Site that was provided by another person and which is identified as “Locked” in any manner reasonably designed to identify the character of such information.
The Company is an entity offering the transmission, routing or providing of connections for digital online communications, between or among points specified by a user of material of the user’s choosing, without modification of the content of the material sent or received, as well as system caching, storage of material residing on a system or network at the direction of a user, and referral or linkage of users to an online location using information location tools, each through the Site located at shatteredglassequity.com and any linked pages or applications owned and operated by the Company.
The Services are operated and provided by Shattered Glass Capital, LLC, 4501 Grand Avenue, West Des Moines, Iowa 50265. If you have questions about this Agreement, please contact us at email@example.com.
March 18, 2020
Private and Confidential