THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF ANY CAPLIGHT SERVICE OR TECHNOLOGY, INCLUDING BUT NOT LIMITED TO ALL DOMAINS AND SUBDOMAINS OF CAPLIGHT’S WEBSITE AT HTTPS://CAPLIGHT.COM (THE "SITE"), AND ALL OF THE ASSOCIATED SERVICES, FEATURES, CONTENT, WIDGETS, MATERIALS, AND OTHER TOOLS OFFERED BY CAPLIGHT TECHNOLOGIES, INC., ITS AFFILIATES AND SUBSIDIARIES (“CAPLIGHT”) OR THAT YOU DOWNLOAD FROM THE SITE OR FROM ANY THIRD PARTY APPLICATION STORES AUTHORIZED BY CAPLIGHT, (COLLECTIVELY WITH THE SITE , THE "SERVICE").
THE TERM "YOU" MEANS YOU AND ANY ENTITY OR PERSON YOU MAY LAWFULLY REPRESENT OR ADVISE IN CONNECTION WITH THE USE OF THE SERVICE, AND "YOUR" HAS THE CORRELATED MEANING.
BY REGISTERING FOR AND/OR USING THE SERVICE IN ANY MANNER, AND VISITING OR BROWSING THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.
ACCEPTANCE OF TERMS; INCORPORATION OF RELATED TERMS
When or if you register on the Site (as more fully explained below) you will also be prompted to agree to a Confidentiality Agreement between you and Caplight. To the extent that you accept and agree to any Confidentiality Agreement with Caplight, that Confidentiality Agreement is also incorporated herein by reference.
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Caplight may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
The Service is available only to "Accredited Investors", as that term is defined by the U.S. Securities and Exchange Commission, which may be found here and/or, Qualified Purchaser (“QPs”).
You shall not:
Caplight reserves the right to refuse registration of, or cancel a User Name in its sole discretion.
You are solely responsible for all transactions and activities that occur on your account, whether undertaken by you or anyone or anything using the Service while using your User Name, whether authorized or unauthorized. You shall be responsible for maintaining security and confidentiality with respect to your Caplight password and information related to your registration. Caplight shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account. You shall also never use another user's account without such other user's express permission. You will immediately notify Caplight in writing of any actual or suspected unauthorized use of your account, or other account related security breach of which you are aware.
To the extent applicable, when utilizing the Site, or the Service, you are required to use the security procedures currently or hereafter maintained by Caplight to confirm that only authorized users have access to the Service and any account.
CONSENT TO ELECTRONIC COMMUNICATIONS
You specifically agree to receive and/or obtain "Communications" from Caplight and its affiliates in "Electronic Form", rather than in paper form, and to the use of electronic signatures in our relationship with you. The term "Communications" includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding your relationship to Caplight and/or its affiliates, including Form CRS or any other notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term "Electronic Form" includes, but is not limited to, electronic delivery of Communications posted or made available on the Site and/or sent via the e-mail address associated with the account through which you access the Caplight platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf.
You accept Communications provided in Electronic Form as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to you in writing or in a form that you may keep. You represent that you have the appropriate personal computer or other electronic device, software, and internet connection to enable you to retain, if you so choose, any Communications that Caplight sends in Electronic Form for your records.
If you have the legal right under any federal and/or state laws or regulations to receive a document in paper form, you may withdraw your consent to receiving that document in Electronic Form by contacting Caplight at email@example.com. A withdrawal of your consent to receive such document in Electronic Form will be effective only after we have had reasonable time to process your request.
RULES AND CONDUCT
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Site, or the Service, including without limitation any User Submission, that:
Additionally, you shall not (directly or indirectly):
You shall abide by all applicable local, state, national and international laws and regulations in your use of the Services.
You hereby agree to keep information on Caplight’s website confidential and not to distribute it to any third parties. To the extent that you have agreed to a Confidentiality Agreement between you and Caplight or to otherwise keep any information, data, documents, agreement, files or other materials confidential, you are subject to the terms of any such agreement, and are prohibited from uploading, posting, submitting or otherwise distributing or facilitating distribution of any such confidential material on or through the Site, any third party social media sites, or any websites.
THIRD PARTY SITES AND CONTENT
The Site may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. These other websites, services and resources ("Third Party Sites") are not under Caplight's control, and you acknowledge that Caplight is not responsible or liable for any content, information, data, advertising, products, goods or services available on or through any such Third Party Sites ("Third Party Content"), as well as for any of the functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. The inclusion of any such link does not imply endorsement by Caplight or any association with its operators. You further acknowledge and agree that Caplight shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Sites or Third Party Content.
You agree that your access and/or use of Third Party Sites, including but not limited to Third Party Content and any other materials on or available through Third Party Sites is at your own risk and subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites.
CONTENT AND LICENSE
You acknowledge and agree that any and all intellectual property rights (the "IP Rights") on the Site and in the Service are and shall remain the exclusive property of Caplight. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.
You acknowledge and understand that all title and rights in and to any Third Party Content that is not contained on the Site, or in the Service, but may be accessed through the Site, or Service, is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, or Service or any part thereof without our prior written consent.
You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Site by you, including but not limited to account numbers, name, date, account amount, and endorsements for the purpose of providing the Service. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with an internal guidelines or procedures.
Caplight grants each user of the Site, and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to use and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by Caplight. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Caplight, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
The Site provide you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, images, audio clips, transactional data, and sensitive documents, generated, provided, or otherwise made accessible by Caplight or its partners on or through the Site, or the Service, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you:
Caplight does not endorse and has no control over any User Submission. Caplight cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Site, or the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
CHANGES TO SERVICE
We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Site, or Service. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Site. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Site, or Service. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Site, or Service, and any such maintenance and support services provided will be provided at our discretion.
By virtue of your accessing the Service, Caplight has no special relationship or fiduciary duty with you.. You acknowledge that Caplight has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Caplight from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Caplight makes no representations concerning any Content contained in or accessed through the Site, and Caplight will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site, or the Service.
THE SITE, AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CAPLIGHT, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE, OR THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE, OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE, OR THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): CAPLIGHT MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE, OR ANY WEBSITE LINKED TO THE SITE . Caplight will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Caplight's equipment, transmitted over networks accessed by the Site or otherwise connected with your use of the Service.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CAPLIGHT, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE, OR THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
CAPLIGHT WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU OR ANYONE ELSE IF ANY EVENT LEADING TO SUCH DAMAGES, LOSSES OR LIABILITY WOULD HAVE BEEN PREVENTED BY THE USE OF THEN AVAILABLE SECURITY FEATURES AND/OR PROCEDURES MAINTAINED BY CAPLIGHT TO CONFIRM THAT ONLY AUTHORIZED USERS HAVE ACCESS TO THE SERVICE AND/OR ANY ACCOUNT. ADDITIONALLY, YOU ARE RESPONSIBLE FOR ALL LOGIN CREDENTIALS, INCLUDING USERNAMES AND PASSWORDS. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU, OR ANYONE ELSE, IF SUCH INFORMATION IS NOT KEPT CONFIDENTIAL BY YOU, OR IF SUCH INFORMATION IS CORRECTLY PROVIDED BY AN UNAUTHORIZED THIRD-PARTY LOGGING INTO AND ACCESSING THE SITE, OR THE SERVICE.
Most concerns can be resolved by contacting Caplight at firstname.lastname@example.org. We both agree to use best efforts to settle any dispute, claim, question, or disagreement, and good faith negotiations shall be a condition to either of us initiating any other process or proceeding.
Arbitration. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to choice of law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act.
To the fullest extent permissible by law, except as provided under certain limited circumstances below, any dispute, controversy or claim arising from or relating to the subject matter of this Agreement, including whether the claims asserted are arbitrable, shall be finally determined and settled by arbitration in New York County, New York. The arbitration shall be administered by JAMS, using the English language, in accordance with Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property, internet and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. JAMS may be contacted at http://www.jamsadr.com/.
Judgment upon the award so rendered may be entered in a court having jurisdiction and may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
Exceptions. Notwithstanding the foregoing, each party shall have the right to a) institute an action in a court of proper jurisdiction for injunctive or other equitable relief; b) bring an individual action in small claims court; c) pursue an enforcement action through the applicable federal, state, or local agency if that action is available, and d) to file suit in a court of law to address an intellectual property infringement claim.
Enforceability and Jurisdiction. Without waiving any of the foregoing, if any asserted claims are deemed not arbitrable, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York.
INTEGRATION AND SEVERABILITY
At Caplight, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If a Caplight customer purchases or signs up for some of these products or services, we or our subsidiary, may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of Caplight services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the Caplight platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
Leave your email here and feel free to contact us with your questions.
Investment opportunities posted on this website are "private placements" of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. Investing in private companies may be considered highly speculative and involves a high degree of risk, including the risk of substantial loss of investment. Investors must be able to afford the loss of their entire investment..
Caplight Markets LLC (“Caplight Markets”) is a subsidiary of Caplight Technologies, Inc. Caplight Markets is a broker/dealer registered with the Securities Exchange Commission and is a FINRA/SIPC member firm.
Equity securities are offered through Caplight Markets LLC. Check the background of this firm on FINRA’s BrokerCheck.
Caplight and logo are trademarks of Caplight Technologies, Inc. Other trademarks are property of their respective owners.
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