THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY. THIS DOCUMENT AND ANY OTHER DOCUMENT PRODUCED BY 2UP TECHNOLOGY, INC. D/B/A PITCH INVESTORS LIVE (OR THE “COMPANY”) DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL SHARES, INVESTMENTS, COMMODITIES OR SECURITIES IN 2UP TECHNOLOGY, INC. OR ANY OF ITS AFFILIATES.
COMPANY IS NOT AFFILIATED WITH ANY ENTREPRENEUR WHO PRESENTS ITS PRODUCTS/SERVICES TO USERS OF THE COMPANY’S APP. IT RECEIVES NO REMUNERATION FROM THESE INDIVIDUALS OR ENTITIES NOR DOES THE COMPANY APPROVE OR ENDORSE ANY ENTREPRENEUR. EACH USER OF THE APP SHOULD REVIEW EACH ENTREPRENEUR CAREFULLY BEFORE MAKING A DECISION TO INVEST IN AN ENTREPRENEUR’S PRODUCT OR SERVICE OR BUY TOKENS FROM THEIR PROJECT.
FURTHER, THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR ANY INVITATION TO OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES UNDER THE APPLICABLE SECURITIES LAWS.
Any tokens offered for purchase by the Company are solely intended to function as a means to access and utilize the Pitch Investors Live App and website and are not considered an investment, security, commodity or any other kind of financial instrument. Ownership of Company tokens carries no rights, express or implied, other than as a means to access the App and website. All purchasers of tokens and users of the App and website hereby understand and accept that the Company does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Company and its corporate affiliates or its property, other than rights relating to usage of the App and website, subject to limitations and conditions in the White Paper and Terms and Conditions.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY THE COMPANY, (A) ALL COMPANY TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO SAID TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR THE TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
We further make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the App and Website thereon or any content you receive as a result of your relationship with the Company. The Company will not be responsible or liable for any harm to your computer system, loss of data, loss of Tokens or other harm that results from your access to or use of the App, or Website. Company has no responsibility or liability for the deletion of, or the failure to store or to transmit, any content and other communications maintained by App, Website. We make no warranty that the App or Website 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 the Company or through the App or Website, will create any warranty not expressly made herein.
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 THE APP AND COMPANY WEBSITE, USE OF ANY COMPANY TOKENS, OR INABILITY TO USE THE APP, WEBSITE, OR COMPANY TOKENS, AND THE PURCHASE OR USE OF COMPANY TOKENS, UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE APP, WEBSITE, AND TOKENS.
BY PURCHASING TOKENS AND USING THE APP AND WEBSITE, YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY, ITS AFFILIATES, OWNERS, REPRESENTATIVES AND AGENTS (“COMPANY PARTIES”) ARE NOT LIABLE FOR ANY REASON, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE FOR ANY REASON, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF PURCHASING TOKENS, USING THE APP AND WEBSITE AND OF INJURY OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
This document comprises the Terms of Service Agreement, hereinafter referred to as the “Agreement”, and constitutes a legally binding agreement between you, the visitor, member, Founder, and/or Backer (as these terms are individually defined below herein) to or via our web sites, smartphone apps, web app and/or AP, (hereinafter collectively referred to as the “Site” or "Website"), and 2UP Technology, Inc. d/b/a Pitch Investors Live (herein "Us, “We”, the “Company”, or “2UP”), the Delaware corporation that serves as the owner and operator of this Site and App. As a condition precedent to you being able to use the App, website and any of the tools, functions, forums and/or Services (as defined herein) provided to the User by the Site/App, you must read and agree to be bound by each and every one of the terms and conditions contained in this Agreement.
By using the Site, you agree to abide by all terms and conditions at all times. This Agreement sets forth terms and conditions for the use of the Site by all parties who use the Site and interact through 2UP’s platform (users of the site are generally defined herein as “You” or the “User(s)”).
I. GENERAL DISCLAIMER
The Users of the Site are responsible for checking the accuracy, completeness, currency and/or suitability of all information regarding the Site before electing to use it.
We make no representations, or guarantees as to the accuracy, completeness, currency or suitability of the information provided on the Site, including all Users, customers, entrepreneurs or the products or services they offer. We are not a financial institution, exchange server or investment advisor. If a User elects to acquire tokens, it is done strictly for use of the Site or App and for use within the App. If a User elects to acquire tokens from an entrepreneur, it is strictly up to the User and such decision is made exclusively by the User.
With respect to all information available at this Site, our corporation and its officers, employees, agents and assigns make no warranty, express or implied, including the warranties of merchantability or fitness for a particular purpose, nor do we make any representation that the use of said information will not infringe privately owned rights.
We are an advertising medium only for entrepreneurs to advertise their products, services, companies and various forms of cryptocurrency, similar to the classified advertising that appears in your local newspaper or advertising on television. Other than PITCH Tokens, we do not directly sell any product or service and we are not responsible for the quality, usefulness, or any aspect of any product, investment, or service offered by our Users.
The security of your personal information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect your information, we cannot guarantee its absolute security.
Accordingly, you agree to hold Us harmless form any claim of liability, or any loss or injury of any nature, regarding any Services provided to any Users, the Site or Us and for any issue, claim, demand, injury or damage caused by any User, the Site or Us.
II. USERS OF THE SITE
Users of the Site may open an account as a “Founder” (who are looking for advice and/or an introduction to potential Backers), as a “Backer” (who must complete our accredited investor/ sophistication questionnaire), or as a general visitor who may view various content made available to the general public.
a. BACKERS: The only people who are authorized to create Backer accounts on the Site are sophisticated Backers (sometimes also referred to as “Investors”) with personal or professional experience assessing the long term business prospects of early stage companies. Backers 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 a Backer, you must qualify as an Accredited Investor and be sophisticated enough to protect your own interests. In the course of participating as investment opportunities through the Site, you may receive sensitive information. We do not promise to make introductions to all Founders or show you all business plans that meet your criteria or objectives, but we will make a good faith effort to accomplish such objective. Further, we do not screen, endorse, or verify the accuracy of the pitches or pitch summaries posted by Founders.
b. FOUNDERS: If you are a Founder, you are welcome to upload and submit your “pitch summary” or broadcast and optionally record live “video pitches” which might contain information about your business plan, including information you consider confidential (as defined in Section XIV). We do offer or may offer a premium service to allow Founders to create video pitches that are not available for public viewing and we will make a good faith effort to not publicly display such video pitches. However, we cannot and do not guarantee that such premium video pitches will not be available to the public view. We also cannot and do not guarantee that there will never be a software bug or a hacker attack that allows unauthorized viewing of material or that Backers legitimately fall within the categories they have identified themselves under.
c. GENERAL VISITORS AND USERS OF THE SITE: Certain portions of the Site will be visible to Users who have not signed up as either Founders, or Backers. Those users, nevertheless, are bound by this Agreement. By using the App, including by simply viewing content on the Site, you are agreeing that you, and each person you allow to access the App through your account, will abide by the terms of this Agreement, which is set forth in its entirety below. This Agreement is between you and 2UP Technology, Inc., and it governs your access to and use of the services, websites, and applications offered by 2UP (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 available or directed to any person in any jurisdiction where the publication or availability of the Site is prohibited for any reason whatsoever. Persons in respect of whom such prohibitions apply must not access the Site and are strictly prohibited from accessing the Site.
By accessing or using the Site or the APP, you represent and warrant that you are at least 18 years old and have not previously been suspended or removed from the Site or APP before.
You represent and warrant that you are not: (a) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, (b) identified as a "Specially Designated National,” or (c) placed on the Commerce Department's Denied Persons List. You further represent and warrant that you will not use the Site if the laws of your country prohibit you from doing so in accordance with these Terms.
Finally, you represent and warrant that you will not be using this site for any illegal activity, including but not limited to illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data or the financing of terrorism, or other violent activities.
Notwithstanding the foregoing, the Company may not make the Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on the User’s location. You should be aware of your own jurisdiction’s requirements regarding the legality of the purchase and sale of cryptocurrency and you should adhere to the laws in such jurisdiction.
IV. USER OBLIGATIONS:
You are promising to act responsibly and promising to not:
a. Violate the law of any jurisdiction while visiting the Site, or using the App , any platform, tool or Service that We provide.
b. Harass or Cyber-stalk or bully any User of the Site.
c. Conduct any activity that is harmful or detrimental to our Site, or business, our users, or our advertisers, as solely determined by Us or any applicable law.
d. Post any information or content that is obscene, indecent, defamatory, hateful or intolerant in nature or in violation of the laws of any jurisdiction.
e. Upload any material that is harmful to our user's computers or objectionable to our community as a whole.
f. Falsely represent yourself as another person or as a representative of a business or entity that you do not actually represent.
g. Falsely represent your professional or business credentials or professional background.
h. Publish content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
i. Publish content that constitutes or contains "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited Commercial advertisements.
j. Distribute any files that are harmful to computers, telecommunications, or individuals or property or offer to sell any item or service that is unlawful to sell or restricted by any law of any jurisdiction. You may not sell or offer to sell body parts, weapons, contraband, stolen items, contraband, or any item that is dangerous, unsafe or violates our written guidelines or is otherwise, in our sole discretion, objectionable, which include the following: Adult or "X-Rated" items, alcohol, animals (dead or alive), historical artifacts protected by law, catalytic converters (and test pipes), cell phone or wireless service contracts, charity/fund raiser listings, contracts, used cosmetics, counterfeit currency and or stamps, credit cards and drug paraphernalia, substances that are drug like in appearance or relate to or encourage drug usage, banned electronics equipment such as cable TV descramblers, wiretapping devices, telephone bugging devices, goods from countries where the law prohibits commercial interaction (such as Cuba), firearms, weapons, knives, gas used as a weapon, gift cards, government and transit tickets and uniforms, IDs and licenses, dangerous items, prohibited items, perishable items, items not meant for import or export, lock picking tools, items that encourage illegal activities or otherwise facilitate illegal activities, lottery tickets, Mailing Lists and Personal Information, Manufacturer's coupons, medical devices, multi-level marketing, pyramid marketing, offensive material, pesticides, plants, police related items, postage meters, prescription drugs, recalled items, slot machines, stocks and other securities, stolen property, items with serial numbers removed, teacher's edition textbooks, tobacco, transit and shipping related items such as blueprints of transit facilities, airplane operation manuals, and flight crew uniforms, and travel, the following comprising the "Restricted Item List," which is not all inclusive. We will remove any advertisement at any time for any reason even if the item advertised is not on the Restricted Item List.
k. Send email or post content/offers that constitutes or contains, "Junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited Commercial advertisement.
l. Use any form of automated device or computer program that enables the submission of postings on our site without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals or use a third party posting agent to post content to our site without our written permission or abuse or manipulate our RSS related systems. You may not use a Posting Agent.
m. You must be of adult age in your jurisdiction to use this Site. In any event, no user of the Site may be under the age of 18 years of age.
n. We may post rules, guidelines or policies, including rules, guidelines or policies that concern our forums. Upon the posting of such materials, they immediately become incorporated by reference into this Agreement as if fully set forth herein.
o. 2UP reserves the right to take down any content for any reason including but not limited to the reasons listed herein. No refunds or credits will be issued related to the removal of such content. Further, You are promising to do the following:
p. That you will only invest in, fund or purchase tokens or other products offered by entrepreneurs through the Site after carefully reviewing and assessing the terms of each entrepreneur’s background, compliance with the law, paperwork, white paper, etc.;
q. 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;
r. 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);
s. That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice; and
t. That you have reviewed and understand and agree with the discussion of risks found on the Site, and that you are otherwise aware of the risks of making investments.
u. Expect 2UP to evaluate, confirm or otherwise stand behind any user’s statements or recommend any investment;
v. 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 2UP, an affiliate of 2UP or any employee, officer, director, 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;
w. Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through 2UP, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on 2UP;
x. Copy or distribute Content except as specifically allowed in this Agreement;
y. Use any Content, or other information acquired from Company Persons, Backers or Founders, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company;
z. Claim any right to access, view or alter any source code or object code of 2UP;
aa. Use 2UP to market services, particularly investment advisory services that might cause 2UP to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter; or
bb. Market competing services to people you’ve identified through 2UP.
cc. You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of 2UP.
dd. You agree to indemnify and hold the Company and any Company Person harmless (including against costs and attorneys’ fees) from 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 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.
ee. Release. You hereby release any claims you may have against 2UP 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 2UP. 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.
ff. 2UP Employees and Affiliates. You understand that Company Persons may participate in the Services as Founders or Backers, and that 2UP 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.
hh. By registering with 2UP, or otherwise using the Services or viewing content made available through 2UP in any way, you may have an opportunity to see Sensitive 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 2UP.
ii. You promise to comply with the terms of the license set forth in Section VI (Company Services and License) of this Agreement.
jj. You are licensing to us the right to publish all Content you upload to 2UP, including videos and any comments or other forum posts you may offer on the Site in order to provide the Services. Further, we may post or store your Content (including videos) on third party sites. 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.
kk. To the extent that 2UP 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 2UP 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.
ll. You acknowledge that 2UP is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on 2UP properties (including but not limited to the Content you create, post, or distribute), or to feature or otherwise display your Content on any web page.
mm. 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), Content (including video streams, recorded videos, private messages, and/or public messages) and that the Services may contain Content which you find offensive or which is untrue or misleading and you hereby waive any objections you might have with respect to viewing such content.
nn. 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 advanced notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.
a. We are not responsible for any content provided to You by our Site Users or any third parties. We do not screen content, including any products or services, offered or provided by our site Users, Backers, Founders, or any third parties or entities and You agree that We do not have any duty to do so prior to such being published or offered on our Site. We are not liable for any content, products or Services that may be obscene, indecent, misleading, fraudulent, racist, intolerant, harmful, unlawful, restricted by law or otherwise objectionable where such content has been displayed due the actions of one or more of our Users or any third party or entity. We are not responsible for any content provided to our Site by Users or third parties that may infringe on intellectual property rights, rights of privacy or publicity, or any rights of any nature in any jurisdiction. You agree to hold us harmless regarding any claims arising from your exposure, or the exposure of your family members, loved ones, or computers, to objectionable content, harmful or dangerous products and services, faulty products and services, or fraud or misrepresentation of any nature, and You agree to waive any possible liability that we may have regarding such content as provided to Us via Users or third parties including content that violates any intellectual property rights or any other civil law.
b. You understand and agree that use of the Internet means that you are subject to the risk of receiving or viewing harmful offensive content and files. We do not promise that We will review and or edit all content, including products and or services offered by Users, for safety, lawfulness, quality, accuracy, or decency that you encounter via the Site.
c. We may make available one or more APIs for interacting with the Services. Your use of any Company API on the Site is subject to this Agreement and the Company API Rules, which will be posted before we make these APIs available (and which will then become part of this Agreement).
VI. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
VI. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
a. All right, title, and interest in and to the Services (excluding Content provided by users) is and will remain the exclusive property of 2UP 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 2UP name or any of the 2UP trademarks, logos, domain names or other distinctive brand features. Subject to your acceptance of this Agreement, 2UP grants to you a worldwide, non-assignable, non- exclusive, non-transferable, revocable limited license to use the Services and related software and to display any non-confidential results of such Services anywhere on the rest of the web, provided that you:
b. do not use the license to engage in any commercial activity;
c. do not modify the content, except as described below;
d. attribute 2UP with a human and machine-followable link (an anchor tag) linking back to the page displaying the original source of the Content on 2UP;
e. make a reasonable effort to update a particular piece of Content to the latest version on 2UP; and
f. make a reasonable attempt to delete Content that has been deleted on 2UP.
g. 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 2UP.
h. We will require all new users of 2UP who identify themselves as Backers to execute an Accredited Investor Questionnaire. We have designed the questionnaire to make Backers think about whether they really are accredited and sophisticated, but we do not verify the representations they make.
i. When you create an account with 2UP, and at any time thereafter, you are able to set a variety of filters that are intended to control who can see your information and what information you will be shown. We promise not to intentionally violate those filters, although you must recognize that we cannot guarantee that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur.
VIII. RESERVATION OF THE COMPANY'S RIGHTS
a. Right to Control Content. 2UP 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 2UP. 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. The Company reserves the right to discontinue the Services, retract Pitch tokens, 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. 2UP 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 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 2UP, 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.
IX. LIMITS ON THE COMPANY'S OBLIGATIONS
a. Introductions. We are not obligated to introduce you to any Founder, or Investor.
b. Verifying Due Diligence. We are not responsible for doing diligence on the Founders, Backers, or other users you meet through 2UP or verifying any representations, materials or other information provided by Founders, Backers, or other users to you.
c. Verifying Accredited Investor Status. We are not responsible for verifying that that any Investor is accredited (except in relation to Backers from the United Kingdom), is a Qualified Purchaser, or otherwise authorized or appropriate to invest in you, or for determining whether any use of 2UP 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, and with respect to Sensitive Information, we are not obligated to protect it.
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 2UP 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.
j. Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s Content.
X. DMCA: NOTIFICATION OF CLAIMS OF INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our agent for notice of claims of Copyright or other intellectual property infringement ("Agent"), at email@example.com or by mail. Such notice must include:
a. Identify the material on our site that you claim is infringing, with enough detail so that we may locate it on the website;
b. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
c. A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
d. Your address, telephone number, and email address; and
e. Your physical or electronic signature.
We will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA). 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, 2UP will also terminate a User’s account if the user is determined to be a repeat infringer.
XI. RISK DISCLOSURE STATEMENT
2UP provides an execution-only service and does not advise on the merits of any particular transactions or their tax consequences. As a general matter, Users should be aware of the following prior to utilizing our Services.
a. Trading Tokens can be extremely risky. Each particular Token has a unique feature set that makes it more or less likely to fluctuate in value. In addition, factors beyond 2UP’s control may affect market liquidity for a particular Token, such as regulatory activity, market manipulation, or unexplainable price volatility. Blockchain networks may go offline as a result of bugs, hard forks, or a number of other unforeseeable reasons. 2UP does not assume the risk of losses due to trading or due to factors beyond its control regarding the viability of specific blockchain networks. As a general matter, we advise Users with limited experience and low risk tolerance not to engage in the purchase of Tokens. Speculating on the value of Tokens is high risk and Users should never trade more than they can afford to lose.
b. Understanding Tokens requires advanced technical knowledge. Tokens are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer science in order to appreciate inherent risks. Listing of a Token on 2UP does not indicate approval or disapproval of the underlying technology regarding any Token, and should not be used as a substitute for your own understanding of the risks specific to each Token. We give you no warranty as to the suitability of the Tokens traded under these Terms and assume no fiduciary duty in our relations with you.
c. You accept the risk of trading Tokens. In entering into any transaction on the Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction and the underlying Tokens. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction or any underlying Token.
d. You are responsible for complying with applicable law. You agree that 2UP is not responsible for determining whether or which laws may apply to your transactions, including tax law and whether you are legally permitted to buy or sell cryptocurrency. You are solely responsible for reporting and paying any taxes arising from your use of the Services.
e. You are aware of and accept the risk of operational challenges. 2UP may experience sophisticated cyberattacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the Service. You understand that the Service may experience operational issues that lead to delays on our platform. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold 2UP accountable for any related losses.
f. 2UP does not advise on investment risk. If at any point 2UP or its representatives do provide investment recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and imposes no obligation of truth or due diligence on behalf of 2UP or its representatives.
g. Entrepreneur Investment. 2UP makes no representation as to the merit or value of any product or service offered by any entrepreneur on the App. Further, 2UP makes no representation that any entrepreneur’s business is fully compliant with all applicable laws, including security laws. Thus, any individual who elects to invest in an entrepreneur, his/her company and his/her products or services does so at his/her own risk. It is expected that each individual will perform due diligence before choosing to invest in an entrepreneur.
h. 2UP is a regulated entity and must comply with applicable law. Applicable law, regulation, and executive orders may require 2UP to, upon request by government agencies, freeze withdrawals or trading (or both), or provide information regarding your account. Further, our recordkeeping and customer verification procedures are subject to change at any time as required by law or industry practices. We must comply with the law and you accept any inconveniences to you or other consequences resulting from our compliance.
i. Users accept all consequences of sending Tokens to an address off our platform. Token transactions may not be reversible. Once you send Tokens to an address, you accept the risk that you may lose access to your Tokens indefinitely. For example, an address may have been entered incorrectly and the true owner of the address may never be discovered, or an address may belong to an entity that will not return your Tokens, or an address belongs to an entity that may return your Tokens but first requires action on your part, such as verification of your identity..
XII. ATTACKS ON BLOCKCHAIN NETWORKS
2UP does not have any ability to prevent or mitigate attacks on blockchain networks, including the Ethereum network. With respect to its platform, 2UP reserves the right to take the following commercially reasonable actions in the event of an attack: (i) If 2UP is able to confirm that a Token active on the Platform has been compromised or is under attack, 2UP may immediately halt the sale or withdrawals for such Token; (ii) if it is determined that such an attack caused the Token to greatly decrease in value, 2UP may discontinue trade activity on such Token entirely. 2UP does not have any obligation to engage in activity in relation to attacks on blockchain networks. 2UP makes no representation and does not warrant the safety of the Platform and is not liable for any lost value or stolen property, whether or not 2UP was negligent in providing the proper security.
XIII. LIMITED LICENSE; FEES
2UP grants you a limited, nonexclusive, nontransferable license, subject to these Terms, to access and use the Services, and the content, materials, information, and functionality available in connection therewith (collectively, the “Content”) solely for information, transactional, or other approved purposes as expressly permitted by 2UP from time to time. Any other use of the Services or Content is expressly prohibited. All other rights in the Platform or Content are reserved by us and our licensors. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Services or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without the prior written permission of 2UP. If you violate any portion of these Terms, your permission to access and use the Platform may be terminated immediately pursuant to these Terms. In addition, we reserve the right to avail ourselves of all remedies available at law and in equity for any such violation. You may not copy, imitate or use the terms “Pitch” or “Pitch Investors Live” or any logo utilized by 2UP without 2UP’s prior written consent.
In consideration for the use of the Services, you agree to pay to 2UP the fees for completed trades, as set forth in our fee schedule, which 2UP may revise or update in its sole discretion from time to time. You authorize 2UP to deduct any applicable fees from your Account at the time you make a given transaction. Changes to the fee schedule are effective as of the date set forth in any revision and will apply prospectively from that date forward.
2UP does not, as a general rule, participate in promotions without an official pronouncement, either on our Site or elsewhere. You promise to obtain prior written approval prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to 2UP.
XIV. ANTI-MONEY LAUNDERING AND KNOW YOUR CUSTOMER POLICY
2UP protects itself from involvement in any activity that facilitates money laundering or other criminal activities by following FinCEN guidance and applicable laws concerning AML and KYC procedures.
2UP aims to reasonably identify each User and/or purchaser of Pitch tokens by asking them to provide their name and email address and possibly other or additional information as part of its AML and KYC policies. Under some circumstances, users may choose to give incorrect information.
If a User or a User’s transaction is flagged as suspicious through our internal controls, 2UP will require additional proof of identification from the User and has the right to not permit any activity on the APP or Site until additional and verifiable proof of identity satisfactory to 2UP in its sole discretion is received and 2UP has approved the User for use of the Platform.
By agreeing to our Terms, you acknowledge and understand that 2UP maintains verification levels which require User participation and verification in order to obtain, with leveled permissions based on User-supplied information, our ability to verify it, and our internal policies. You accept that you may not be able to achieve a desired level of verification, and 2UP reserves the right to determine, at its sole discretion, the appropriate verification level and criteria for any User, as well as the right to downgrade Users without prior notice. 2UP may, from time to time, implement policies restricting verification levels and criteria by nationality, country of residence, or any other factor. This may affect your ability to withdraw Tokens and you agree to indemnify, defend and hold harmless 2UP against any losses associated with an inability to deposit and/or withdraw Tokens based on the verification level assigned by 2UP to your Account.
XV. TERM AND TERMINATIONUnless 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 2UP 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 which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.
XVI. 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 (30) 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 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 AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. 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 2UP. 2UP 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 2UP 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 2UP 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.
XVII. 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 (“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, sent by certified mail (with return receipt). 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. This Agreement, including all Disclaimers, will be governed by and construed in accordance with the internal laws of the State of Florida, excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this Section all disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in Broward County, Florida before an arbitrator affiliated with the American Arbitration Association under its Commercial Arbitration Rules; and the terms and conditions of this Agreement. The arbitration will be conducted in accordance with the provisions of American Arbitration Association under its Commercial Arbitration Rules in effect at the time of filing of the demand for arbitration (the "AAA Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the AAA Rules. The parties will cooperate with AAA and with each other in promptly selecting a single arbitrator from AAA's panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party's notice of demand to conduct arbitration, then AAA will appoint an arbitrator in accordance with the AAA Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator's award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason AAA or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the JAMS. The arbitrator's fees will be shared equally by the parties and each party will bear its own costs and attorneys' fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. Notwithstanding the foregoing, nothing in this Section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief. Any and all disputes regarding the content presented on this site must be resolved through arbitration as set forth in this section. You and the Company agree that 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. 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; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
ADDITIONALLY, YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. If a court or federal regulator with oversight over 2UP decides that applicable law precludes enforcement of any of this section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and 2UP's right to appeal the court's decision. All other claims will be arbitrated.
a. 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).
b. Export Controls. Certain information provided by Founders or Backers 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.
c. Locale. 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.
d. Amendments to this Agreement. We may revise or modify any portion of this Agreement at any time without notice to you. You must read this Agreement each time you visit our Site or use any tool or Services that we provide to you via this Site or elsewhere. Any usage of this Site or tools, platform, functions or Services that we provide You means that You have read the most current version of this Agreement and You agree to be bound by the terms and conditions of the latest version of this Agreement.
e. 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 Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law’s provisions) regardless of your location except that Section VIII (Arbitration) of this Agreement shall be governed as indicated therein. 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 exclusive jurisdiction of the state and Federal courts sitting in Broward County, Florida, 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 Broward County, Florida, 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 Broward County, Florida. 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.
f. Waiver and Severability. 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.
g. Unenforceability. You and the Company agree that if any portion of this Agreement, except any portion of Section VIII (Binding Arbitration at Option of Either Party) 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 Section VIII is found to be illegal or unenforceable, then neither you nor the Company will elect to arbitrate any Dispute falling within that portion of Section VIII found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within Broward County, Florida, and you and the Company agree to submit to the personal jurisdiction of that court.
h. 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.
i. Prohibition of Assignment. You may not assign this Agreement without the Company’s prior written consent.
k. 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 Founders may enforce their own intellectual property rights related to Content offered through the Services.
l. California Users and Residents. Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: “The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.”
m. 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.
n. 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.