Republic Deal Room Advisor Terms of Service

Effective Date: June 1, 2021

This Terms of Use (the "Agreement") is a binding contract between you, an individual user ("you"), and Republic Deal Room Advisor LLC, a Delaware limited liability company and a subsidiary of OpenDeal Inc. dba Republic ("Republic Deal Room Advisor," "we," "us," or "our"), and governs your use of any website owned or operated by or on behalf of Republic Deal Room Advisor, including all related subdomains) ("Site").

BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE THE SITE. If you are accessing the Site on behalf of a business or corporate entity (each an "Organization"), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, "User" (defined in Section ‎1(a)) and "you" in this Agreement will refer to the Organization.

Material Terms: As provided in greater detail in this Agreement (and without limiting the express language of this Agreement), you acknowledge the following:

You consent to the collection, use, and disclosure of information in accordance with the Republic Deal Room Advisor Privacy Policy ("Privacy Policy");
YOU UNDERSTAND AND ACKNOWLEDGE THAT NEITHER OPENDEAL INC. DBA REPUBLIC, NOR REPUBLIC CORE, NOR Republic Deal Room Advisor IS A REGISTERED BROKER-DEALER OR FUNDING PORTAL, AND NEITHER OPENDEAL INC. DBA REPUBLIC, NOR REPUBLIC CORE ENGAGES IN ANY CONDUCT THAT WOULD REQUIRE SUCH REGISTRATION. Republic Deal Room Advisor IS AFFILIATED WITH REGISTERED BROKER-DEALERS, FINANCIAL ADVISORS, AND A FUNDING PORTAL. IF THESE AFFILIATES ARE PARTICIPATING ON THE SITE, YOU WILL BE INFORMED OF THIS;
THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, Republic Deal Room Advisor’ LIABILITY TO YOU IN CONNECTION WITH THE SITE IS LIMITED, AND YOU BEAR ALL RISKS ASSOCIATED WITH ANY INVESTMENTS THAT YOU MAKE ON THE SITE; and
You and Republic Deal Room Advisor agree to resolve all disputes arising under this Agreement through binding arbitration. BY ACCEPTING THIS AGREEMENT, AS PROVIDED IN GREATER DETAIL IN SECTION ‎12 OF THIS AGREEMENT, YOU AND Republic Deal Room Advisor ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

General Terms and Conditions
1. Description. The Site permits prospective investors ("Investors") to independently review opportunities to purchase a security interest (each, a "Security Interest") in certain special purpose investment funds that have been organized or may be organized by Republic Deal Room Advisor (such special purpose investment funds as displayed on the Site each, an "Investment Opportunity"). As used in this Agreement, "User" means all users of the Site, and the "Republic Deal Room Advisor Parties" means Republic Deal Room Advisor and all of its affiliated entities,
2. Changes to this Agreement. You understand and agree that Republic Deal Room Advisor may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Site. The revised Agreement will become effective at the time of posting, and your use of the Site after such time will constitute your acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop using the Site. For the avoidance of doubt, the terms of any Investment Opportunity and the Security Interests offered therein will be controlled by the Investment Opportunity’s offering documents ("Investment Offering Documents").
3. Consideration. Republic Deal Room Advisor currently provides you with access to the Site for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues, increase goodwill, or otherwise increase the value of Republic Deal Room Advisor from your use of the Site, and you will have no right to share in any such revenues, goodwill, or value whatsoever. However, we may charge you fees for certain uses of the Site. We will notify you of any such fees before you have an obligation to pay them.
4. Privacy Policy. Use of the Site is also subject to Republic Deal Room Advisor’ Privacy Policy, which is incorporated into this Agreement by reference. For the avoidance of doubt, the privacy policy with respect to any Investment Opportunity and the Security Interests offered therein will be controlled by the Investment Opportunity Documents.
5. Eligibility. You must be at least 18 years old to use the Site. By agreeing to this Agreement, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Site; and (iii) your registration and use of the Site is in compliance with any and all applicable laws and regulations. Further, you must be an accredited investor, as defined by the Securities Act of 1933, as amended (the “Securities Act of 1933”) to access and use the Site. In certain situations, Investment Opportunities are solely limited to “qualified purchasers” as defined by the Securities Act of 1933, in which case only qualified purchasers may utilize the specifically marked portions of the Site, as further discussed in Section 3, below.
6. Mobile Sites. The Site is accessible via a mobile phone, tablet or other wireless device (collectively, "Mobile Sites"). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Sites. You are solely responsible for all costs you incur from accessing the Mobile Sites. In addition, downloading, installing, or using certain Mobile Sites may be prohibited or restricted by your mobile carrier, and not all Mobile Sites may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Sites are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Sites, and how much use of the Mobile Sites will cost you. All use of the Site and the related Mobile Sites must be in accordance with this Agreement.
Registration; Profiles
1. Log-In Credentials. You may only access the Site after registering with the Site. In order to access certain features of the Site, including viewing Investment Opportunities, you must register to create a User profile ("Profile") and meet all applicable criteria identified on the Site and as stated above in Section 3(a) - Eligibility.
2. Profile Security. You are responsible for the security of your Profile, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at legal@republicdealroom.co if you suspect or know of any unauthorized use of your login credentials or any other breach of security with respect to your Profile. You are solely responsible for updating any and all pertinent registration information included in your Profile. Republic Deal Room Advisor reserves the right to refuse registration of or cancel a username at any time in its sole discretion and without any liability to you. You will not share your password, let anyone else access your Profile, or do anything else that might jeopardize the security of your Profile. You will not transfer your Profile to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to Republic Deal Room Advisor and other Users by any use of your Profile, either authorized or unauthorized. We will not be liable for any loss or damage arising from unauthorized use of your credentials. Separate log-in credentials may be required to access Third-Party Sites (defined in Section ‎11 below).
3. Accuracy of Information. You must complete the registration process by providing us with current, complete, and accurate information. You agree to maintain accurate, complete, and up-to-date information in your Profile. By creating a Profile, you acknowledge and agree that you are doing so out of a genuine interest in participating in an Investment Opportunity and/or contributing to a Rewards Campaign and that you are not intentionally creating a Profile to be used for deceptive or unlawful purposes. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Profile if activities occur on your Profile that, in our sole discretion, would or might constitute a violation of this Agreement, cause damage to or impair the Site, infringe or violate any third-party rights, damage or bring into disrepute the reputation of Republic Deal Room Advisor, or violate any applicable laws or regulations. If messages sent to the email address you provide are returned as undeliverable, then we may suspend or terminate your Profile immediately without notice to you and without any liability to you or any third-party.
4. Parallel Account. OpenDeal Inc. dba Republic owns Republic Deal Room Advisor. Those persons who create a new account and become Users of the Site as of the Effective Date of this Agreement are automatically made a parallel account at republic.com (a "Republic Platform Account"). Republic Platform Accounts are subject to the terms of service and privacy policy of Republic. You may opt out of marketing emails from through your Republic Platform Account by going to republic.com/settings/email-preferences.
Investor Requirements
1. Eligibility Requirements. Investment Opportunities offered on this Site are only available to investors who are "Accredited Investors" as defined by Rule 501 of Regulation D under the Securities Act of 1933 and in some instances a “Qualified Client” as defined under the Securities Act of 1933. You acknowledge and agree that all information you provide for the registration is complete, accurate, and not misleading, and that you have a genuine interest in participating in an Investment Opportunity. You understand, acknowledge and agree that Republic Deal Room Advisor and other parties are relying on your statements made on the Site and that any willfully false statement made by you is sufficient cause for suspension or termination of your Profile, rejection of eligible investor status, along with other legal causes of action, by Republic Deal Room Advisor or third parties.
2. Additional Obligations. Investors will be required to enter into further agreements and make further representations prior to completing any investment, as outlined in the relevant Investment Offering Documents.
3. Obligation to Disclose Change in Eligibility. You agree that, should any material changes occur that might affect your status as either an Accredited Investor or Qualified Client, as applicable, you shall immediately provide Republic Deal Room Advisor with notice in writing; further, upon participating in each Investment Opportunity, you agree to represent to the validity of your previous disclosures or provide complete, accurate and not misleading updates to your previous disclosures, including providing any necessary documentation to verify the foregoing.
Investment Opportunities
1. Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission ("SEC"), unless the sale qualifies for an exemption. The securities offered on the Site for U.S. investments have not been registered under the Securities Act, in reliance on the exemptions provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D, promulgated thereunder.
2. Investment overviews on the Site contain summaries of the purpose and principal terms of the Investment Opportunities. Such summaries are intended for informational purposes only, are not intended as a promise or indication of future results or performance, and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such Investment Opportunity.
3. The securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with Investment Opportunities, including the risk of complete loss of your investment. Securities sold through the Site may not necessarily be publicly traded and, therefore, may be illiquid unless registered with the SEC. Such securities will be subject to restrictions on resale or transfer, including holding period requirements. Investing in Investment Opportunities offered on the Site requires high risk tolerance, low liquidity need, and long-term commitments. Investors must be able to afford to lose their entire investment. Securities are not FDIC insured, may lose value, and there is no bank guarantee.
4. No governmental agency has reviewed the Investment Opportunities posted on this Site and no state or federal agency has passed upon either the adequacy of the disclosure or the fairness of the terms of any Investment Opportunity. NEITHER Republic Deal Room Advisor NOR ANY OF ITS AFFILIATES PROVIDE LEGAL ADVICE, GENERALLY AND WITH RESPECT TO INVESTMENT OPPORTUNITIES ON THE SITE. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX, AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND TO CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY INVESTMENT OFFERING DOCUMENTS AND ASK Republic Deal Room Advisor ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
5. Republic Deal Room Advisor is not a registered broker-dealer or funding portal. If a registered broker-dealer is participating in an Investment Opportunity, such participation will be clearly disclosed in the relevant Investment Offering Documents.
6. If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Site is controlled and operated from facilities within the United States. Republic Deal Room Advisor makes no representations that the Site is appropriate or available for use in any other jurisdictions. Accessing the Site is prohibited from territories where the content on the Site is prohibited. Investment Opportunities are only directed at, or intended for purchase or investment by, investors in jurisdictions that permit general solicitation of unregistered securities. This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you.
7. The content, material, and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation to sell securities referred to on this Site (i) by anyone in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of and to observe all the applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. Before accessing the Site, you should satisfy yourself that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. Subscriptions to invest in any Investment Opportunity referred to on this Site must only be made on the basis of the Investment Offering Documents relating to that specific Investment Opportunity.
Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act
1. The Federal Electronic Signatures in Global and National Commerce Act ("ESIGN") and similar state laws, particularly the Uniform Electronic Transactions Act ("UETA"), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When a potential investor registers on the Site, we obtain his, her, or its consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
2. Your use of electronic signatures to sign documents on the Site, including, without limitation, subscription agreements for Investment Opportunities and related Investment Offering Documents, legally binds you in the same manner as if you had manually signed such documents. No certification authority or third-party verification is necessary to validate any electronic signature and the lack of such certification or verification will not in any way affect the enforceability of such signatures or documents. The use of electronic versions of such documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copies of these documents or this Agreement in any proceeding arising out of these documents or this Agreement.
3. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Republic Deal Room Advisor shall have a reasonable period to effect such a change and Republic Deal Room Advisor may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address, and the availability to download, save, and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
Intellectual Property
1. License. Subject to your complete and ongoing compliance with this Agreement, Republic Deal Room Advisor hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, and worldwide right and license to access and use the Site solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Site available to you.
2. Content. The content that Republic Deal Room Advisor provides to you on the Site, including, without limitation, any text, graphics, software, interactive features, information, or other materials, is protected by copyright or other intellectual property rights and is owned by Republic Deal Room Advisor or its licensors (collectively, the “Republic Deal Room Advisor Content”). Moreover, Republic Deal Room Advisor or its licensors own all design rights, database and compilation rights, and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill. We grant the operators of public search engines permission to use spiders and application programming interfaces to copy non-password protected Republic Deal Room Advisor Content from the Site for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics per our robots.txt file and sitemap.xml file.
3. Marks. The Republic Deal Room Advisor trademarks, service marks and logos (collectively, the “Republic Deal Room Advisor Trademarks”) used and displayed on the Site are OpenDeal Inc.’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Site may be trademarks or service marks owned by third parties (collectively with the Republic Deal Room Advisor Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Republic Deal Room Advisor or the applicable third-party, Republic Deal Room Advisor’ or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Republic Deal Room Advisor’ prior express written consent. All goodwill generated from the use of any Republic Deal Room Advisor Trademark will inure solely to Republic Deal Room Advisor and its affiliates’ benefit.
4. Restrictions. Republic Deal Room Advisor hereby reserves all rights not expressly granted to you in this Section ‎‎6. Accordingly, nothing in this Agreement or on the Site will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Site or any Republic Deal Room Advisor Content or Trademarks located or displayed on or within the Site.
User Content
1. General. Certain features on the Site may allow you to submit or upload (collectively, "Submit") content to the Site, such as Profile content or other materials subject to intellectual property or similar laws (“User Content”). For all User Content that you Submit to the Site, you hereby grant us (and those we work with) an assignable, sublicensable, royalty free, fully paid-up, worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of (such as those resulting from changes we make so that your User Content works better with our Site), publish, publicly perform, publicly display, and distribute such content; provided that we will not share with other Users any User Content that you Submit to the Site that is not viewable by other Users based on any privacy settings available on the Site. The rights you grant in this Section ‎7(a) are for the purpose of operating, promoting, and improving our Site and business and this license continues even if you stop using our Site.
2. You Must Have Rights to the Content You Submit. You represent and warrant that: (i) you own the User Content Submitted by you or otherwise have the right to grant the license set forth in this Agreement; (ii) the Submission of your User Content and the use of the same as contemplated in this Agreement does not and will not violate any right of any third-party; (iii) the Submission of your User Content and our use of such User Content as authorized in this Agreement will not require us to pay any amounts or provide any attribution to any third parties; and (iv) the Submission of your User Content or our use thereof as authorized in this Agreement does not result in a breach of contract between you and any third-party.
3. Disclaimer. We are under no obligation to edit or control User Content that you Submit, and will not be in any way responsible or liable for any User Content available on or through the Site. Republic Deal Room Advisor may, however, at any time and without prior notice, screen, remove, edit, or block any User Content on the Site that in our sole judgment violates this Agreement or is otherwise objectionable, such as, without limitation, User Content that Republic Deal Room Advisor determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar, or otherwise inappropriate (collectively, “Objectionable Content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any User who Submits Objectionable Content, including, but not limited to, warning the User or suspending or terminating the User’s Profile.
Notice and Procedure for Making Claims of Intellectual Property Infringements
1. Respect of Third-Party Rights. Republic Deal Room Advisor respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Site.
2. Repeat Infringer Policy. Republic Deal Room Advisor’ intellectual property policy is to (i) remove or disable access to material that Republic Deal Room Advisor believes in good faith or upon notice from an intellectual property owner or his or her agent is infringing the intellectual property of a third-party by being made available through the Site; and (ii) remove any User Content uploaded to the Site by “repeat infringers.” Republic Deal Room Advisor considers a “repeat infringer” to be any User that has uploaded User Content or Feedback (as defined in Section ‎11) to or through the Site and for whom Republic Deal Room Advisor has received more than two takedown notices in compliance with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. Republic Deal Room Advisor has discretion, however, to terminate the Profile of any User after receipt of a single notification of claimed infringement or upon Republic Deal Room Advisor’ own determination.
3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes on an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Republic Deal Room Advisor with the User alleged to have infringed a right you own or control, and you hereby consent to Republic Deal Room Advisor making such disclosure. Your communication must include substantially the following:
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
  2. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
  3. Identification of the specific 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 Republic Deal Room Advisor to locate the material;
  4. Information reasonably sufficient to permit Republic Deal Room Advisor to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
  5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
  6. 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 owner of an exclusive right that is allegedly infringed.
    You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
4. Designated Agent Contact Information. Republic Deal Room Advisor’ designated agent for receipt of Notifications of Claimed Infringement (the "Designated Agent") can be contacted at:
  Republic Deal Room Advisor
  ATTN: Legal Department, Republic
  149 5th Avenue, Suite 2E,
  New York, NY 10010
  email: legal@republicdealroom.co
5. Counter Notification. If you receive a notification from Republic Deal Room Advisor that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Republic Deal Room Advisor with a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Republic Deal Room Advisor’ Designated Agent through the methods identified in Section ‎8(d), and include substantially the following information:
  1. A physical or electronic signature of the User;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  4. The User’s name, address, and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the User’s address is outside of the United States, then for any judicial district in which Republic Deal Room Advisor may be found, and that the User will accept service of process from the person who provided the Notification of Claimed Infringement or an agent of such person. A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Republic Deal Room Advisor in response to a Notification of Claimed Infringement, then Republic Deal Room Advisor will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Republic Deal Room Advisor will replace the removed User Content or Feedback or cease disabling access to it in 10 business days, and Republic Deal Room Advisor will replace the removed User Content or Feedback and cease disabling access to it not less than ten (10), but no more than fourteen (14), business days following receipt of the Counter Notification, unless Republic Deal Room Advisor’ Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Republic Deal Room Advisor’ system or network.
7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that:
  [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Republic Deal Room Advisor] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f).
8. Republic Deal Room Advisor reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
Restrictions on Use of the Site
Without limiting any other terms of this Agreement, you agree not to (and not to attempt to):
1. Decipher, decompile, disassemble, or reverse engineer any of the software or source code comprising or making up the Site;
2. use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted thereon;
3. delete or alter any material Republic Deal Room Advisor makes available on the Site;
4. frame or link to any of the materials or information available on the Site;
5. use or exploit any Trademarks or Republic Deal Room Advisor Content in any manner that is not expressly authorized by this Agreement;
6. access, tamper with, or use non-public areas of the Site, Republic Deal Room Advisor’ (and its hosting company’s) computer systems, and infrastructure or the technical delivery systems of Republic Deal Room Advisor’ providers;
7. provide any false information to Republic Deal Room Advisor;
8. create a false identity or impersonate another person or entity in any way;
9. restrict, discourage, or inhibit any person from using the Site;
10. use the Site, without Republic Deal Room Advisor’ prior express written consent, for any unauthorized purpose;
11. gain unauthorized access to the Site, other Users’ Profiles, or to other computers or websites connected or linked to the Site;
12. transmit to the Site any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected thereto;
13. violate any federal, state, or local laws or regulations or the terms of this Agreement; or assist or permit any person in engaging in any of the activities described above.
Third-Party Sites
The Site may contain links to third-party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by Republic Deal Room Advisor of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Republic Deal Room Advisor be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Republic Deal Room Advisor shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any Third-Party Site or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the terms of use and privacy policies of the individual Third-Party Sites. We strongly encourage you to carefully review the terms of use and privacy policies of any Third-Party Sites from which you access through our Site.
Feedback
While our own staff works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the User community. If you choose to contribute by sending Republic Deal Room Advisor or our employees any ideas for, by way of example and not limitation, products, services, features, modifications, enhancements, content, refinements, technologies, promotions, strategies, product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Republic Deal Room Advisor, you agree that:
1. Republic Deal Room Advisor has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
2. Feedback is provided on a non-confidential basis, and Republic Deal Room Advisor is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
3. You irrevocably grant Republic Deal Room Advisor perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose throughout the universe and without restriction, free of charge, and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
Dispute Resolution
1. General. In the interest of resolving disputes between you and Republic Deal Room Advisor in the most expedient and cost-effective manner, you and Republic Deal Room Advisor agree that any dispute arising out of or in any way related to this Agreement or your use of the Site will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Site, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Republic Deal Room Advisor ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
2. Exceptions. Notwithstanding Section ‎12(a) above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
3. Arbitrator. Any arbitration between you and Republic Deal Room Advisor will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Republic Deal Room Advisor. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Republic Deal Room Advisor’ address for Notice is: Republic Deal Room Advisor ATTN: Legal Department, Republic Deal Room Advisor, 149 5th Avenue, Suite 2E, New York, NY 10010 or by email at legal@republicdealroom.co Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, then you or Republic Deal Room Advisor may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Republic Deal Room Advisor must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Republic Deal Room Advisor prior to selection of an arbitrator, then Republic Deal Room Advisor will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Republic Deal Room Advisor in settlement of the dispute prior to the arbitrator’s award; or (3) $15,000.
5. Fees. If you commence arbitration in accordance with this Agreement, then Republic Deal Room Advisor will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $15,000 or less, then you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Republic Deal Room Advisor for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
6. No Class Actions. YOU AND Republic Deal Room Advisor AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Republic Deal Room Advisor agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
7. Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if Republic Deal Room Advisor makes any future change to this arbitration provision, other than a change to Republic Deal Room Advisor’ address for Notice, then you may reject the change by sending us written notice within thirty (30) days of the change to Republic Deal Room Advisor’ address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Republic Deal Room Advisor.
8. Enforceability. If Section ‎12(f) above is found to be unenforceable then the entirety of this Section ‎12 will be null and void.
Limitation of Liability and Disclaimer of Warranties
THE TERMS OF THIS SECTION ‎13 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
1. NONE OF THE Republic Deal Room Advisor PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR ANY CONTENT THEREON. ACCORDINGLY, THE SITE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND THE Republic Deal Room Advisor PARTIES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.
2. WITHOUT LIMITING SECTION ‎13(a), THE Republic Deal Room Advisor PARTIES DO NOT WARRANT THAT THE SITE AND ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES OR SIMILAR CONTAMINATION, OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO Republic Deal Room Advisor PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
3. IN NO EVENT WILL ANY Republic Deal Room Advisor PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE SITE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF THE Republic Deal Room Advisor PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Republic Deal Room Advisor’ LIABILITY, AND THE LIABILITY OF ANY OF THE OTHER Republic Deal Room Advisor PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT IS LIMITED TO U.S. $100.
4. THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE SITE, AND NONE OF THE Republic Deal Room Advisor PARTIES MAKES ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. NONE OF THE Republic Deal Room Advisor PARTIES PROVIDES ANY GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. THE Republic Deal Room Advisor PARTIES HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE.
5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY OF THE Republic Deal Room Advisor PARTIES OR OTHERWISE THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Third-Party Disputes
ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING OTHER USERS, IN CONNECTION WITH YOUR USE OF THE SITE IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE THE Republic Deal Room Advisor PARTIES FROM ANY AND ALL 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 DISPUTES.
Indemnification
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Republic Deal Room Advisor Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this Agreement; or (b) your access to, use, or misuse of the Republic Deal Room Advisor Content, Trademarks, or any part of the Site; or (c) any false, inaccurate, or misleading information you provide to Republic Deal Room Advisor. Republic Deal Room Advisor will provide notice to you of any such claim, suit, or proceeding. Republic Deal Room Advisor reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this Section at your sole expense if Republic Deal Room Advisor believes that you are unwilling or incapable of defending Republic Deal Room Advisor’ interests. In such case, you agree to cooperate with any reasonable requests assisting Republic Deal Room Advisor’ defense of such matter at your sole expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver by any Investor of any of his, her, or its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.
Term and Termination of the Agreement
1. Term. As between you and Republic Deal Room Advisor, the term of this Agreement commences on your first use of the Site and continues until the termination of this Agreement by either you or Republic Deal Room Advisor.
2. Suspension, Termination and Cancellation. You may terminate this Agreement by sending written notification to us at legal@republicdealroom.co and terminating your use of the Site. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Site. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.
3. Survival. Sections ‎1(b), ‎1(c), ‎2(b), ‎2(d), ‎3(a), ‎4, ‎5, ‎6(b), ‎6(c), ‎6(d), ‎7, ‎9, ‎10, ‎11, ‎12, ‎13, ‎14, ‎15, this ‎16(c), ‎17, ‎18 and all defined terms used therein will survive the termination of this Agreement indefinitely.
Consent to Electronic Communications
By using the Site, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Miscellaneous
This Agreement is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Republic Deal Room Advisor as a result of this Agreement or use of the Site. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Republic Deal Room Advisor to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Republic Deal Room Advisor unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and Republic Deal Room Advisor with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. The Section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of Republic Deal Room Advisor. “Assign” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. Republic Deal Room Advisor may assign this Agreement, including all its rights hereunder, without restriction. This Agreement may only be amended in a writing signed by you and an authorized representative of Republic Deal Room Advisor, except as provided in Section ‎1(b). You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so, and this Agreement will not be construed against you or Republic Deal Room Advisor as drafter.
Contact Us
If you would like to contact us for any reason email us at legal@republicdealroom.co.
Version
Version 2020.0