Welcome to FundRx. FundRx is a technology platform for discovery, engagement, and investment of healthare and life science deals.
PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY FUNDRX IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, FundRX will make a new copy of the Agreement available on the Website. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to this Agreement will be effective immediately for new users of the Service and will be effective thirty (30) days after posting of notice of such changes for existing users. If you do not agree to any change(s), you must stop using the Service. Otherwise, your continued use constitutes your acceptance of such change(s).
This Website is not directed to any person in any jurisdiction where (by reason of that person's nationality, residence or otherwise) the publication or availability of the Website is prohibited. Persons in respect of whom such prohibitions apply must not access the Website. With respect to persons accessing the Website from outside of the United States, references to “Accredited Investor” status shall include all relevant investor sophistication standard(s) applicable to persons in each such jurisdiction seeking to make private venture investments of such nature as enabled by the Website.
Users of the Website may open an account as a “Startup” (who are looking to funded by the FundRx platform), as an “Investor” (who must complete our Accredited Investor/sophistication questionnaire), or they may view Content made available through the Website (which generally will not include certain information about business opportunities or Investors that may only be viewed by Investors and Startups).
Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission, unless the sale qualifies for an exemption. Generally, start-up ventures use one or more of the “private placement” exemptions because they allow them to raise capital without complying with the costly and time-consuming registration process. One of the requirements of the “private placement” exemption is that neither the company which is offering its securities nor any person acting on the Issuer’s behalf may offer or sell the securities by any form of “general solicitation”. Furthermore, many states and foreign countries all have jurisdiction-specific regulations governing securities transactions that must be observed. You must make your own assessment regarding regulatory requirements as may be applied to your activities on our Website.
OWNERSHIP AND RIGHTS
- Right to use the Service. All right, title, and interest in and to the Services (excluding Content provided by users) is and will remain the exclusive property of FundRx and its licensors. The Service is 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 FundRx name or any of the FundRx trademarks, logos, domain names, or other distinctive brand features. Subject to your acceptance of this agreement, FundRx grants to you a worldwide, non-assignable, non-exclusive, non-transferable, revocable limited license to use the Service and related software provided that you:
- do not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Website or Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
- will not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- will not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or Website, or any portion thereof;
- Rights in Your Information. We do not claim any ownership interest in the Content provided by you to us through the Website and/or Services. However, when you provide us with Content, you represent that you own and/or have a royalty-free, perpetual, irrevocable, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Content. You hereby grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Content (in whole or in part) for the purposes of operating and providing the Website and/or Services to you and to our other users.
- Accredited Investor Questionnaire. We will require all new users of FundRx who identify themselves as Investors to execute an Accredited Investor Questionnaire. We have created a questionnaire that is designed to make members think about whether they really are accredited and sophisticated, but we do not verify the representations they make.
- To Act Responsibly. By using the Service and/or Website, you are promising to act responsibly – which means:
- You agree as follows:
- Requirements of Membership.
- That you have the right, authority, and capacity to enter into this agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in FundRx violates provisions of local law to which you are subject, you will cease using the Service and close your account,
- That you are at least 13 years old, and that if you are less than 18 years old, your parent or legal guardian has agreed to be bound by any agreement you enter into as a participant on FundRx as if s/he were party to the agreement;
- That you will maintain an Allowable User Identity and promptly update your registration information to keep it true, accurate, current and complete;
- That you will conduct yourself in a professional manner in all your interactions with FundRx and with any other user of FundRx;
- Requirements related to Content on FundRx.
- That you will only provide FundRx with Content that you have a right to provide to FundRx and to allow FundRx to display through the Service -- which means that you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by FundRx, and that you understand that any other Content you find on or through FundRx is the sole responsibility of the person who originated such Content.
- That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability. FundRx will not be responsible or liable for any use of your Content by FundRx in accordance with this agreement.
- That you are not relying on FundRx and that we do not guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service.
- That you understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against FundRx for any such material.
- That you understand that the Service may include advertisements or other Content, which may be targeted to the Content or information on the Service, queries made through the Service, or other information, and you have no claim against FundRx for the placement of advertising or similar Content on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.
- Requirements related to Investments.
- 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.
- 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 US state, or the law of any foreign government with jurisdiction over you or any investor).
- That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice (i.e., get a good start-up attorney).
- That you have reviewed and understand the discussion of risks found here, and that you are otherwise aware of the risks of any investment of the nature of startup investments.
- You further agree not to:
- Violate the Community Rules of FundRx.
- Make any Inappropriate Uses of the System.
- Expect FundRx to evaluate, confirm, endorse, or otherwise support any person’s statements or recommend any investment, or treat any email or other information you receive as a result of your access to the Service as a representation of any kind by FundRx or any Company Party on which you should rely.
- Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through FundRx, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on FundRx.
- Copy or distribute the Content of the Service except as specifically allowed in this agreement.
- Claim any right to access, view or alter any source code or object code of FundRx.
- Use FundRx to market services, particularly investment advisory services, that might cause FundRx to have to register as a broker dealer with the SEC, or to be treated as an underwriter.
- Market competing services to people you’ve identified through FundRx.
- Indemnity. Specifically, you agree to indemnify and hold the Company Party from any claim or demand made by any third party due to or arising out of your access to or use of the Service, 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 Service 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 Party. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.
- Release. In addition, you hereby release any claims you may have against FundRx and any Company Party that are in anyway related to the Service or your use of Content offered through the Service, including any recommendations or referrals you may receive as a result of your registration with FundRx. You are solely responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third parties partners.
- FundRx Employees and Affiliates. You understand that FundRx employees and affiliates may participate in the Service as Startups or Investors, and that FundRx 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.
- Confidentiality. By becoming member of FundRx, or otherwise using the Services or viewing Content made available through FundRx in any way, you will not republish any information you acquire through the Service. You also agree to keep information that is not otherwise publicly available on companies listed on FundRx entirely confidential and agree to not share such information with third parties.
- Other Agreements.
- You agree to comply with the terms of the license set forth in Section II.a.
- You are licensing to us the right to publish all the Content you upload to FundRx, including any comments or other forum posts you may offer on the site in order to provide the Service. Your Content will be viewable by other users of the Service and through third party services and websites. You should only provide Content that you are comfortable sharing with others under this agreement.
- To the extent that FundRx 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 FundRx 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.
- You acknowledge that FundRx is not obligated to pay you or to cause any other party to pay you anything with respect to your activities on FundRx, or to feature or otherwise display your Content on any web page.
- You acknowledge that you do not rely on the Company to monitor or edit the Service (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the Company) and that the Service 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 or any reliance on such content.
- 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.
- If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of FundRx Content (as we may determine in our reasonable discretion), you must additionally follow these rules:
- You must use a descriptive user agent header.
- You must follow robots.txt at all times.
- You must make it clear how to contact you, either in your user agent string, or on your website if you have one.
- APIs available through the Service. We may make available one or more APIs for interacting with the Service. Your use of any FundRx API is subject to this agreement and the FundRx API Rules, which will be posted before we make these APIs available (and will become part of this agreement).
Please read the following arbitration agreement in this Section (“ Arbitration Agreement ”) carefully. It requires you to arbitrate disputes with FundRx and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement . You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with FundRx, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or FundRx may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH FUNDRX, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST FUNDRX ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE FUNDRX IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
- Arbitration Rules and Forum . The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, FundRx will pay them for you. In addition, FundRx will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, FundRx will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator . The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and FundRx. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial . YOU AND FUNDRX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and FundRx are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Consolidated Actions . ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court.
- 30-Day Right to Opt Out . You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following email address: [email protected], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your FundRx username (if any), the email address you used to set up your FundRx account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Severability . If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement . This Arbitration Agreement will survive the termination of your relationship with FundRx.
- Modification . Notwithstanding any provision in this Agreement to the contrary, we agree that if FundRx makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to FundRx.
- FundRx may, but is not required to, monitor or control the Content posted via the Service. Our failure to exercise that right, however, does not give you any right to make a claim against FundRx.
- FundRx reserves the right to suspend or discontinue the Service or to change the Content of the Service in any way and at any time, with or without notice to you, without liability.
- FundRx reserves the right to terminate your access to the Service 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, 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.
- The Company has the right to refuse registration of, or cancel your user account and/or User ID in its discretion for any reason or for no reason. In addition, we reserve 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 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 FundRx, its users and the public.
- Without limiting the generality of the foregoing, you specifically acknowledge that we have the right to terminate or limit your account for any reason or no reason at all. Any Content that has been uploaded through the Service may be deleted at any time without notice to you. 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 Service, 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.
- Comments, Feedback, Suggestions, Ideas, And Other Submissions. The Service may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast Content to the Company and/or to or via the Service, including, without limitation, text, writings, photographs, graphics, comments, suggestions, intellectual property or personally identifiable information or other material (collectively "User Content"). Any such material you transmit to the Company or otherwise through the Service will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions ("Ideas") disclosed, submitted, or offered to the Company in connection with the use of the Service or otherwise and any chat, blog, message board, online forum, text, email or other communication with the Company ("User Emails") shall deemed to have been licensed to the Company on a nonexclusive, worldwide, royalty-free, perpetual basis.
- We are not obligated to display your Content to any other user, nor are we obligated to introduce you to any Startup or Investor.
- We are not responsible for doing diligence on the users you meet through FundRx.
- We are not responsible for verifying that any Investor is accredited or otherwise authorized or appropriate to invest in you, or for determining whether any use of FundRx constitutes a general solicitation of securities under US law or the laws of any state or other jurisdiction, including foreign jurisdictions.
- We are not obligated to maintain the confidentiality of any Content you give us.
- 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.
- In the event that the Company or an affiliate invests in any business, we are not obligated to make that investment opportunity available to anyone else.
- Our Website may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a Third-Party Website, we will not warn you that you have left our Website and are subject to the terms and conditions (including privacy policies) of another website or destination. FundRx is not responsible for any Third-Party Websites. FundRx provides these Third-Party Websites only as a convenience. You use all links in Third-Party Websites at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- The Company has no obligation to accept, display, review, 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 Service 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 below when violations are brought to the Company's attention.
- The Service 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 the advertiser's or sponsor's Content.
PRIVACY AND PROTECTION OF PERSONAL INFORMATION
- The Company may collect and collate a variety of information regarding the use of the Service. The Company is the sole owner of all such information it collects. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by FundRx.
- The Company uses industry-standard security measures designed to protect the loss, misuse and alteration of the information under our control. Although we make good faith efforts to store any non-public information uploaded to the Service or collected by the Company in a secure operating environment that is not available to the public, we cannot guarantee complete security. We cannot and do not guarantee that our security measures will prevent third party "hackers" from illegally accessing our site and obtaining access to Content or information thereon.
- The Service may contain links to other websites. We are not responsible for the Content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us.
DISPUTES WITH OTHERS
We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Service. 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 dispute.
DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY
- We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any Content thereon or any Content you receive as a result of your relationship with FundRx. FundRx 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 Service, or any Content. You also agree that FundRx 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 Service. We make no warranty that the Service 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 FundRx or through the Service, will create any warranty not expressly made herein
- Certain tools published on the Services may provide general information and guidance based upon your personalized input. The projections or other information regarding the likelihood of various investment outcomes are not guaranteed for accuracy or completeness, do not reflect actual investment results and are not guarantees of future results.
- UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTY 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.
- 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.
TERM AND TERMINATION
FundRx respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Service in a way that may constitute copyright infringement, you may provide notice of your claim to the Company as outlined in the Company's copyright policy below:
Copyright Policy. If you believe that any material on the Service violates this agreement or your intellectual property rights, please notify us as soon as possible by sending an email to [email protected], or by mailing a letter to the FundRx Copyright Agent (listed below) containing the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Service is:
Level 2B #102
New York, NY 10006
Email: [email protected]
Please note that in addition to being forwarded to the person who provided the allegedly illegal Content, we may send a copy of your notice (with your personal information removed) to Chilling Effects for publication and/or annotation. You can see an example of such a publication. A link to your published notice will be displayed on FundRx in place of the removed Content.
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, FundRx will also terminate a user's account if the user is determined to be a repeat infringer.
- Amendments to this Agreement. We may amend this agreement at any time in our sole discretion, effective upon posting the amended Terms at the domain of fundrx.com where the prior version of this agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.
- Governing Law/Resolution Of Disputes/Waiver Of Injunctive Relief
- Governing Law/Venue. This agreement and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the State of New York governing contracts entered into and to be fully performed in New York (i.e., without regard to conflict of law's provisions) regardless of your location except that the arbitration provision shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in New York, NY, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the FundRx, or if no such address has been provided, by email to the email address provided by the relevant parties to the Company in connection with their use of the Service. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in New York County (Manhattan), NY, 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 New York County (Manhattan), NY.
- Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to FundRx are of a unique and irreplaceable nature, the loss of which shall irreparably harm FundRx and which cannot be replaced by monetary damages alone so that FundRx shall be entitled to seek 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).
- The failure of FundRx 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 FundRx’s right to assert or rely upon any such provision or right in that or any other instance. In fact, FundRx 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.
- You and the Company agree that if any portion of this agreement is found to be 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 the Terms, which shall continue to be in full force and effect.
- The Company operates and controls the Service from its offices in the United States. The Company makes no representation that the Service is appropriate or available in other locations. The information provided on or through the Service 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 Service 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.
- Certain information provided by Startups or Investors may be subject to United States 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 list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any material available through the Service, 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 Convention on Contracts for the International Sale of Goods.
- Neither the course of conduct between the parties nor trade practice will act to modify this agreement to any party at any time without any notice to you. You may not assign this agreement without the Company's prior written consent. 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 Service 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.
- The section headings used herein and the summary of terms at the beginning of this agreement are for convenience only and shall not be given any legal import. Upon FundRx’s request, you will furnish FundRx any documentation, substantiation or releases necessary to verify your compliance with this agreement. You agree that this agreement will not be construed against the FundRx 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.
- No Third Party Beneficiaries. This agreement is between you and FundRx. No user has any rights to force FundRx to enforce any rights it may have against any you or any other user, except to the extent that FundRx may enforce their own intellectual property rights related to Content offered through the Service.
- Government Use. If You are a part of, or have an agreement with, a federal or state agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the 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 Service 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 Service by the Government shall be governed solely by this agreement.
- Accredited Investor is defined by the SEC in rule 501 as follows:
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a director, executive officer, or general partner of the company selling the securities;
- a business in which all the equity owners are Accredited Investors;
- a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
Users accessing the site from outside of the U.S. may also need to meet other sophistication standard so required by laws in that jurisdiction.
- Allowable User Identity :
- An Allowable User Identity is one consisting of an email address you own and use, and a password. You shall be solely responsible for maintaining the confidentiality of your password. You will also update your registration information with the Company from time to time so that it remains true, correct and complete. Even if you are accessing the Service without creating an account, you are still agreeing to all of this agreement.
- An Allowable User Identity excludes:
- Any use of a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
- Any use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization; or
- Any other submission of false or misleading information to the Company.
- Community Rules : Participants in the FundRx community will not:
- include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
- include hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable Content or language;
- defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
- promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances;
- violate the contractual, personal, intellectual property or other rights of any person, or promote or constitute illegal activity;
- be in violation of this agreement, any local, state, federal or non-US law, rule or regulation or the rules of conduct posted with respect to any individual feature of the Services;
- reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual;
- attempt to impersonate any other party;
- create user accounts by automated means or under false pretenses or mislead others as to the origins of your communications;
- trick, defraud, deceive or mislead the Company or other users, especially in any attempt to learn sensitive information;
- make improper use of the Company's support services or submit false reports of abuse or misconduct;
- create or transmit unwanted electronic communications such as "spam," to other users or members of Service or otherwise interfere with other users' or members' enjoyment of the Service;
- disparage, tarnish, or otherwise harm, in the Company's opinion, the Company and/or the Service;
- disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots, passive collection mechanisms ("PCMs"), or any other malicious or invasive code or program or upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices;
- reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
- except as may be the result of standard search engine or Internet browser usage, use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
- access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by FundRx (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with FundRx (crawling the Service is permissible in accordance with this agreement, but scraping the Service without the prior consent of FundRx except as permitted by this agreement is expressly prohibited);
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
- cover or obscure any notice, banner, advertisement or other branding on the Service;
- disguise the source of materials or other information you submit to the Service or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Service;
- interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, Content or the User Content;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- sell access to the Service or any part thereof other than through a mechanism approved by the Company; or
- interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
- Content means any information, text, graphics, or other materials uploaded, downloaded or appearing on the Service. You retain ownership of all Content you submit, post, or otherwise make available on the Service.
- Inappropriate Uses of the Systems : FundRx may at any time designate one or more activities as inappropriate uses of the system in its sole discretion. Without limiting the foregoing, the following uses will be deemed prohibited “Inappropriate Uses of the System”:
- The modification, adaptation, disassembly, decompilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Service or any portion of any website on which the Service is offered (except where the foregoing is required by applicable local law, and then only to the extent so required under such laws);
- The use of the Service in any manner that could damage, disable, overburden, or impair the Service or another user's use of the Service;
- The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Service or any website on which the Service is offered, Company code embeddable or embedded on a third party web site and/or Company software;
- The submission of any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company;
- The use of the Services to violate the security of any computer network or transfer or store illegal material; or
- The use of the Service or the delivery of any Content in violation of any applicable law (including intellectual property laws, right of privacy or publicity laws and any laws of a non-US jurisdiction applicable to you).
- Qualified Purchaser : The definition of “qualified purchaser” is found in the Investment Company Act of 1940. The definition includes:
- any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) [of the Investment Company Act of 1940] with that person’s qualified purchaser spouse) who owns not less than $5,000,000 in investments, as defined below;
- any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;
- any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or
- any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.
- any qualified institutional buyer as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (1) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (2) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan;
- any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) under the ICA, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), provided that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) thereunder, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser.
- any natural person who is deemed to be a “knowledgeable employee” of the [fund], as such term is defined in Rule 3c-5(4) of the ICA; or
- any person (“Transferee”) who acquires Interests from a person (“Transferor”) that is (or was) a qualified purchaser other than the [fund], provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the Interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.
- any company, if each beneficial owner of the company’s securities is a qualified purchaser.
For the purposes of above, the term Investments means:
- securities (as defined by section 2(a)(1)of the Securities Act of 1933), other than securities of an issuer that controls, is controlled by, or is under common control with, the prospective qualified purchaser that owns such securities, unless the issuer of such securities is: (i) an investment vehicle; (ii) a public company; or (iii) a company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the prospective qualified purchaser acquires the securities of a Section 3(c)(7) Company;
- real estate held for investment purposes;
- commodity interests held for investment purposes;
- physical commodities held for investment purposes;
- to the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the ICA entered into for investment purposes;
- in the case of a prospective qualified purchaser that is a Section 3(c)(7) Company, a company that would be an investment company but for the exclusion provided by section 3(c)(1) of the ICA, or a commodity pool, any amounts payable to such prospective qualified purchaser pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the prospective qualified purchaser upon the demand of the prospective qualified purchaser; and
- cash and cash equivalents (including foreign currencies) held for investment purposes. For purposes of this section, cash and cash equivalents include: (i) bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments held for investment purposes; and (ii) the net cash surrender value of an insurance policy.
The Service is operated and provided by FundRx Inc, 43 W 23 St, 6 th Floor, New York, NY 10010. If you have questions about this agreement, please contact us.
Effective Date: September 7, 2017
Last Updated Date: September 7, 2017