Terms of Service Agreement
LAST UPDATED: October 3, 2022
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1. USE OF AND ACCESS TO THE SERVICES
You do not need an Account to visit or access our Digital Properties. Access to certain Services, however, is enabled by registration for a Customer Account and/or an RIA Account, as applicable (each, an “Account” and collectively, the “Accounts”), and a username/password (“Credentials”). When registering for an Account, you agree to (a) provide true, accurate, current and complete information; and (b) maintain and promptly update the information to ensure that it remains true, accurate, current and complete. You represent that you are at least eighteen (18) years old, of legal age to form a binding contract, and not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for maintaining the security of your Credentials. In no event shall you share your Credentials with any third party, or allow another person to access the Services using your Credentials. You agree to monitor your Account and restrict use by any other persons, including minors, and you will accept full responsibility for any such unauthorized use. You shall immediately notify us if you have any reason to believe that your Credentials has been lost, compromised, or misused in any way, and report any unauthorized or suspicious activity in your Account. You are fully and solely responsible for any and all use of the Services using your Account and/or Credentials.
The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services, including any Content contained therein; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Gridline’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer all or any part of the Services including, without limitation, the Content, Digital Properties and the Platform (including any infrastructure, software programs, trade secrets, know-how, processes, features, functionalities, algorithms, templates, data, information and intellectual property incorporated therein, and/or used by Gridline to operate and provide the Digital Properties, the Platform, and/or the Services, and all enhancements, derivative works, extensions, improvements or other modifications thereto), except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall 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 Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site 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); (f) except as expressly stated herein, no part of the Services, including the Content, may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services, including the Content. Any future release, update or other addition to the Services shall be subject to the Agreement. Gridline, its suppliers and service providers reserve all rights not granted in the Agreement.
We reserve the right to suspend, revoke, or deactivate your Credentials and/or your Account if you violate this Agreement. We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Gridline, or if you have been previously banned, suspended or had your rights revoked from any of the Services.
By entering into the Agreement or using the Services, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Gridline and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
2. INTELLECTUAL PROPERTY
The Services contain content, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of Gridline (collectively referred to as the “Content”). The Content may be owned by us or third parties. For avoidance of doubt, Content does not include any Content that you post or provide, but does include the Content of other Customers and/or other RIAs. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, in a networked computer environment, or any other digital property for any purpose is expressly prohibited. Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.
The trademarks, service marks, and logos of Gridline (the “Gridline Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Gridline. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Gridline Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Gridline Trademarks inures to our benefit.
The Services may permit you to post and upload Content (“Your Content”) in blogs, question and answer sessions, and other public forums. You expressly acknowledge and agree that once you post or upload Your Content, it will be accessible by others, and that there is no confidentiality or privacy with respect to Your Content, including, without limitation, any personally identifying information that you may make available. By uploading Your Content to the Services, you warrant and covenant that such Your Content shall comply with all applicable laws, rules, and regulations.
YOU, AND NOT GRIDLINE, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE PLATFORM.
You retain all copyrights and other intellectual property rights in and to Your Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, irrevocable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) Your Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use Your Content to advertise and promote the Services without compensation to you.
If you submit Your Content to us, each such submission constitutes a representation and warranty to Gridline that Your Content is your original creation (or that you otherwise have the right to provide the Your Content), that you have the rights necessary to grant to Gridline the license to the Your Content as set forth above, and that the Your Content and its use by Gridline and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Usage Guidelines.
You acknowledge and agree that Gridline has no obligation to pre-screen or monitor Your Content, although Gridline reserves the right in its sole discretion to do so. By entering into the Agreement, you hereby irrevocably consent to Gridline monitoring Your Content. You further acknowledge and agree that you have no expectation of privacy concerning Your Content or the display or transmission thereof, including without limitation chat, text, or voice communications.
Gridline has no obligation to store or manage Your Content or to maintain its accuracy; no responsibility or liability for deletion of Your Content, any failure to transmit or receive transmission of Your Content, or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for choosing the appropriate level of access to Your Content. If you do not so choose, the Services may default to the most permissive setting. You agree that Gridline retains the right to create reasonable limits on Gridline’s use and storage of User Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by Gridline in its sole discretion.
You may access and use Content solely for your information and personal, non-commercial use, as intended through the provided functionality of the Services and permitted under this Agreement. Any modification of the Content, use of the Content on any web site, mobile application, networked computer environment, or other digital properties, or use of the Content for any purpose other than personal, non-commercial use, without the prior consent of Gridline or its licensors, as applicable, is a violation of the copyright, trademark, and other proprietary rights in the Content and is expressly prohibited. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services that prevent or restrict the use or copying of any Content and not to alter, remove, or falsify any attributions or other proprietary designations of origin or source of any Content appearing on the Services. You shall not download any Content unless you see a “download” or similar link displayed by us on the Services for such Content. We do not have an obligation to detect the presence of Harmful Code (as defined in “Restrictions on the use of your Services” below). If you download any Content from the Services, you do so at your own risk. You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with this Agreement, and any applicable law, rules or regulations.
You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state therefore. You shall not take any action or post or transmit via the Services any Content (a) under a false name; (b) that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, misleading, deceptive or hateful to any person, including Gridline; (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others; (d) that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (e) that involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Gridline’s prior written consent; or (f) impersonates any person or entity, including any employee or representative of Gridline. You shall not attempt to disrupt the operation of the Services in any manner, including, but through the use of methods such as denial of service attacks, flooding or spamming and you will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus, keyloggers, spyware, worms, Trojan horses, time bombs or other malicious or harmful code (collectively, “Harmful Code”). You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any Accounts or computer systems or networks, through hacking, password mining or any other means.
4. NON-DISCLOURE AND CONFIDENTIALITY
In using the Services, you will have access to confidential information of Gridline and its affiliates and their respective clients, brokers, licensors and suppliers that may include, but is not limited to the names, business and financial information, business plans, operating agreements, investment memorandums, and customer names of Gridline’s and its affiliates’ clients (collectively, “Confidential Information”).
You agree to maintain and diligently safeguard the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the “Permitted Purpose”) and for no other purpose whatsoever; (ii) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (iii) not to access the Services or any Confidential Information for any other individual (except to the extent fully disclosed by you to Gridline) or any unauthorized third party; (iv) not to disclose Confidential Information to any third-party except to your attorneys and financial advisors who need to know such information to assist you to carry out the Permitted Purpose (the “Representatives”) and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (v) to restrict physical and system access to the systems which contain Confidential Information or which gives access to the Confidential Information; and (vi) to use Confidential Information in compliance with all applicable laws. You shall immediately notify and cooperate fully with Gridline in the event you discover or suspect any unauthorized use of or access to the Services and/or Confidential Information. You hereby agree that you shall be responsible hereunder for any breach or threatened breach by the Representatives of the obligations set forth in this section as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under Agreement will continue after termination of this Agreement and termination of access rights hereunder.
5. FEEDBACK. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information provided by you to Gridline (collectively, “Feedback”) are not confidential and you hereby grant to Gridline a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as it deems appropriate, for any and all commercial or non-commercial purposes, in its sole discretion.
6. EXTERNAL PROPERTIES. The Services may permit you to link to External Properties. When you access External Properties you do so at your own risk. We do not endorse, authorize or represent any affiliation with External Properties, nor do we exercise any control over External Properties. You acknowledge and agree that Gridline is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of External Properties. Our Agreement does not apply to External Properties, and we encourage you to review their privacy policies, Terms of Service and related policies before visiting.
7. NO RECOMMENDATIONS.
The Services are not intended as financial or investment advice except for the investment advice provided by Gridline to the Gridline sponsored funds. By providing the Services, Gridline does not provide financial, investment, legal or tax advice and/or any other advice of any kind (except for the investment advice provided by Gridline to the Gridline sponsored funds). Your use of the Services and any decisions you make to invest money are at your sole risk. Investments in private securities are speculative and involve a high degree of risk and any persons that cannot afford to lose its or their entire investment should not invest. Additionally, if you choose to invest you will receive illiquid and/or restricted securities that will be subject to holding period requirements and/or liquidity concerns.
Content not to be construed as solicitation or recommendation. Gridline does not have investment banking relationships, conduct market making activities, engage in proprietary trading, or have any ownership of any securities issued by a publicly traded company that is the subject of the Services. Gridline’s and its affiliates’ officers, associated persons, or members of their families, may at any time be long or short, purchase or sell, or own options, rights or warrants in any securities of the publicly traded companies discussed in any Content, and may make purchases or sales of these securities. Content is meant for informational purposes only. Neither the Content nor any opinions expressed therein are a solicitation to purchase or sell any securities or for any other investment-related services. You should consult your portfolio managers, analysts, investment advisers, financial advisors, accountants, attorneys, or investment committees, as applicable, responsible for management of applicable assets before acting on information made available on or through the Services. Content contains forward looking predictions that are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated or projected. Prices are subject to change at any time. Gridline provides Content to you in an effort to provide comprehensive information of a range of possible investment opportunities. Securities discussed in the Content are not suitable for all investors due to different needs, objectives, and financial resources. The securities mentioned may not be registered in every state. Investors should consider these factors when making an investment decision.
No communication by Gridline, through the Services or any other medium, should be construed or is intended to be a recommendation to purchase, sell or hold any security or otherwise to be investment, tax, financial, accounting, legal, regulatory or compliance advice (except for the investment advice provided by Gridline to the Gridline sponsored funds). Nothing on the Services is intended as an offer to purchase or sell securities or a solicitation of any securities transaction (except for private placement memoranda for the purchase of interests in Gridline sponsored funds). Investing in securities described in the Content on the Services poses risks, including but not limited to credit risk, interest rate risk, and the risk of losing some or all of the money you invest. Before investing in any securities you should: (1) conduct your own investigation and analysis; (2) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in offering materials; and (3) consult with your own investment, tax, financial and legal advisors.
The securities described in the Content on the Services are only suitable for accredited investors who understand and are willing and able to accept the high risks associated with private investments. Investing in private securities requires long-term commitments, the ability to afford to lose the entire investment, and low liquidity needs. This Services provides preliminary and general information about such securities and is intended for initial reference purposes only. It does not summarize or compile all the applicable information. This Services do not constitute an offer to sell or buy any securities (except for private placement memoranda for the purchase of interests in Gridline sponsored funds). No offer or sale of any securities will occur without the delivery of confidential offering materials and related documents. The information contained herein is qualified by and subject to more detailed information in the applicable offering materials. Gridline does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities.
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, together with all related damages, fees, costs, expenses and other losses (including, without limitation, reasonable legal and accounting fees), arising or resulting from your breach of this Agreement, Your Content, your use or misuse of the Content or the Services, your failure to comply with any applicable laws and regulations, your violation of any rights of another party, and your breach of any obligations set forth in this Agreement. We shall provide notice to you of any such claim, suit, or proceeding. Gridline reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Gridline in asserting any available defenses. You shall not settle any such claim without our prior written consent. This obligation shall survive this Agreement and your use of the Services.
9. DISCLAIMER OF WARRANTY.
YOU UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GRIDLINE, ITS AFFILIATES AND ANY PERSON ASSOCIATED WITH GRIDLINE AND ITS AFFILIATES, DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, OR USAGE OF TRADE. Without limiting the foregoing, Gridline does not warrant that access or use of the Services will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does Gridline, its affiliates, nor any person associated with Gridline or its affiliates, make any representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the Services, including the Content; that defects will be corrected; that the Services or the server that makes them available are free of viruses or other harmful components; or that the Services will otherwise meet your needs or expectations.
You expressly agree that your use of the Services is at your sole risk. You shall be solely and fully responsible for any damage to any computer system, any loss of data, or any improper use or improper disclosure of information caused by you or any person using your Credentials. Gridline cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet or for your misuse of any of Content accessed through the Services. You understand that we cannot and do not guarantee or warrant that the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or any Services or other proprietary material due to your use of the Site or any Services or items obtained through the Site or to your downloading of any material posted on it, or any website linked to it.
YOU ACKNOWLEDGE AND AGREE THAT GRIDLINE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD GRIDLINE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL PROPERTIES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Gridline to monitor such materials and that you access these materials at your own risk.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND CONTENT IS PROVIDED TO YOU ON AN AS IS AND AS AVAILABLE BASIS. YOU UNDERSTAND THAT WE DO NOT GUARANTEE THE ACCURACY, SAFETY, INTEGRITY OR QUALITY OF CONTENT AND YOU HEREBY AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE USE OF ANY CONTENT, INCLUDING ANY RELIANCE ON THE CONTENT, INTEGRITY, AND ACCURACY OF SUCH CONTENT. BY ACCESSING CONTENT YOU ACKNOWLEDGE AND AGREE THAT GRIDLINE DOES NOT ENGAGE IN THE BUSINESS OF EFFECTING SECURITIES TRANSACTIONS AND IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATOR AS A BROKER-DEALER AND DOES NOT CONDUCT ANY ACTIVITY THAT WOULD REQUIRE SUCH REGISTRATION.
Without limiting the limitation of liability above, in the event of any problem with the Services, you agree that your sole and exclusive remedy is to cease using the Services. Except to the extent permitted by applicable law, under no circumstances shall Gridline, its parents, subsidiaries, affiliates, officers, directors, agents or employees (“Gridline Parties”) be liable in any way for your use of Services, including, but not limited to, any errors or omissions in the Services, any infringement by the Services of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of the Services.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
10. LIMITATION OF LIABILITY.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ANY GRIDLINE PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE, EVEN IF GRIDLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PROVIDED BY LAW, THE GRIDLINE PARTIES WILL NOT BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO $100, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY TIME WITHOUT NOTICE.
GRIDLINE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GRIDLINE AND YOU.
You hereby release Gridline and hold it and its parents, subsidiaries, affiliates, officers, directors, agents and employees harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with your access and use of the Services. You waive the provisions of any state or local law limiting or prohibiting a general release. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability also applies with respect to damages incurred by you by reason of any External Properties, or any products or services sold or provided on any linked sites or otherwise by third parties other than Gridline and received through the Services or any linked sites.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You understand that the Services are provided as a courtesy to you and that we may modify, suspend or terminate all or a portion of the Services at any time in our discretion without prior notice to you. We reserve the right, in our sole discretion, to revoke, terminate or suspend any privileges associated with accessing the Services for any reason or for no reason whatsoever, including improper use of the Services or failure to comply with these Terms of Service, and to take any other action, including without limitation denial of a registration, as we deem appropriate. You agree that Gridline shall not be liable to you or any third party for any termination of your access to the Services. Account termination may result in the forfeiture and destruction of all information associated with your Account.
If you wish to terminate your Account, you may do so by contacting Gridline’s customer service at firstname.lastname@example.org. Upon termination of this Agreement and/or your Account, you shall destroy and remove from all computers, and other storage media all copies of Content, excluding Your Content, that you acquired through the Services and cease using the Services immediately. Any fees paid to Gridline are non-refundable, unless otherwise specified and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Services incurred prior to such termination.
Notwithstanding anything to the contrary, if you have invested in an investment fund offered through the Services, Gridline will continue to provide you all investor information that is required to be delivered under applicable law through a durable medium.
Gridline reserves the right to access, disclose, review and store any User Content, including Your Content as it believes reasonably necessary to (a) comply with applicable law, rule, regulation, legal process or governmental request; (b) address potential and actual fraud, security, or technical issues; (c) protect the safety, property and rights of Gridline, other users or the public; (d) investigate any potential violations of or otherwise enforce this Agreement; and (e) address support requests.
All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13. GOVERNING LAW AND JURISDICTION.
This Agreement shall be governed by the laws of the State of Delaware without regard to its rules on conflicts or choice of law that would require or permit the application of the laws of any other jurisdiction. BY AGREEING TO THESE TERMS OF SERVICE AND USING THE SITE AND THE SERVICES, YOU AGREE TO SUBMIT TO PERSONAL JURISDICTION IN THE STATE OF DELAWARE FOR ALL PURPOSES AND YOU AGREE TO WAIVE, TO MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY FOR ANY MATTER. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You understand that you may consult with counsel about agreeing to this Agreement, and you agree that by using the Services, you are voluntarily accepting the Agreement.
14. INTERNATIONAL USE.
Due to the global nature of the Internet, the Services may be accessed by users in countries other than the United States. We make no warranties that the Services or Content are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use the Services, then you should not do so. Those who choose to access the Services outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any Gridline information, data, or materials provided by Gridline in violation of the United States export laws or regulations.
15. CONSENT TO ELECTRONIC DELIVERY OF DOCUMENTS; ELECTRONIC DELIVERY SYSTEM.
By agreeing to electronic delivery, I am giving my informed consent to electronic delivery of Gridline’s terms and conditions, agreements, notices, disclosures, statements, regulatory communications (such as privacy notices), tax-related documents, and any other information, documents, data, and records regarding my Account and the Services (including amendments to this Agreement) (“Account Documents”), other than those I have specifically requested to be delivered in paper form. Account Documents may be sent to me at the mailing address for my Account or the email address that I have given to you during Account registration or at such other address as I may hereafter give you in writing or by email at least ten calendar days prior to delivery. All communications so sent, whether in writing or otherwise, shall be deemed given to me personally when sent or posted by or on behalf of Gridline, whether actually received or not. I agree that if you send an email to the email address on record for my Account, this constitutes “written notice” from Gridline to me, and that the date of receipt is considered to be the date of transmission. I understand that it is my sole responsibility to ensure that any emails from you are not marked as SPAM. I acknowledge that your primary methods of communication with me include (A) posting information via the Gridline website, (B) sending email(s) to my email address of record, and (C) providing me with notice(s) that will direct me to the Gridline website where I can read and print such information. Unless otherwise required by law, you reserve the right to post Account Documents on the Gridline website without providing additional notice to me. Regardless of whether or not I receive an e-mail notification, I agree to check the Gridline website regularly to avoid missing any information, including time-sensitive or otherwise important communication. Additionally, I acknowledge that the Internet is not a secure network and agree that I will not send any confidential information, including Account numbers or passwords, in any unencrypted e-mails. I also understand that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties and agree to hold you, your affiliates, and your and your affiliates’ respective officers and employees harmless for any such access regardless of the cause. In addition:
Responsibility to Review Account Documents. I agree to promptly and carefully review all Account Documents when they are delivered and notify Gridline in writing within ten calendar days of delivery if I object to the information provided. If I fail to object in writing within ten calendar days of delivery, Gridline is entitled to treat such information as accurate and conclusive.
Costs. Potential costs associated with electronic delivery of Account Documents may include charges from Internet access providers and telephone companies, and I agree to bear these costs. Gridline and its affiliates will not charge me additional online access fees for receiving electronic delivery of Account Documents.
Revocation of Consent. Subject to these Terms of Service, I may revoke or restrict my consent to electronic delivery of Account Documents at any time by notifying Gridline in writing of my intention to do so. I also understand that I have the right to request paper delivery of any Account Document that the law requires Gridline to provide me in paper form. I understand that if I revoke or restrict my consent to electronic delivery of Account Documents or request paper delivery of same, Gridline, in its sole discretion, may charge me a reasonable service fee for the delivery of any Account Document that would otherwise be delivered to me electronically, restrict or close my Gridline Account, or terminate my access to the Services. I understand that neither my revocation or restriction of consent, my request for paper delivery, nor Gridline’s delivery of paper copies of Account Documents will affect the legal effectiveness or validity of any electronic communication provided while my consent was in effect.
Duration of Consent. My consent to receive electronic delivery of Account Documents will be effective immediately and will remain in effect unless and until either I or Gridline revoke it. I understand that it may take up to three business days to process a revocation of consent to electronic delivery, and that I may receive electronic notifications until such consent is processed.
Hardware and Software Requirements. I understand that in order to receive and download electronic deliveries, I must have access to the Internet, a valid e-mail address, and the ability to download such applications as Gridline may specify and to which I have access. I agree that I can download, save, or print any Account Documents I receive via electronic delivery for my records. I will maintain a valid e-mail address and continue to have access to the Internet.
16. QUESTIONS, COMPLAINTS, CLAIMS.
If you have any questions, complaints or claims with respect to the Services, please contact us at: email@example.com
. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Where Gridline requires that you provide an e-mail or physical address, you are responsible for providing Gridline with your most current e-mail or physical address. In the event that the last e-mail address you provided to Gridline is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Gridline’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Gridline at the following address: firstname.lastname@example.org
. Such notice shall be deemed given when received by Gridline.
18. COPYRIGHT COMPLAINTS. If you believe that any Content infringes upon your copyrights, you may submit a written notification to our Copyright Agent, pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. 512 (c)(3), with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written 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; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Gridline’s Copyright Agent for notice of claims of copyright infringement is as follows: Gridline, LLC, 3340 Peachtree Rd NE #200, Atlanta, GA 30305. You acknowledge that if you fail to comply with all of the requirements of 17 U.S.C. 512 (c)(3), your DMCA notice may not be valid.
19. BINDING ARBITRATION. In the event of a dispute arising under or relating to this Agreement, the Content, or the Platform (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court in San Mateo County, California may enforce the arbitrator’s award. The arbitration shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”). Such disputes will be resolved by the arbitrator as determined under the JAMS Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in San Mateo County, California. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In addition, we may litigate in court to seek injunctive relief.
20. CLASS ACTION WAIVER. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
21.2 Investing in alternative investment funds is inherently risky and illiquid, involves a high degree of risk, and is suitable only for sophisticated and qualified investors. Past performance is not indicative of future results. [Examples of portfolio companies are purely for illustrative purposes and selected based on name recognition. Examples provided are only partial, and readers should not assume that the investments identified were or will be profitable or are representative of investments by the alternative investment funds identified on this site. There is no guarantee that any fund will achieve the same exposure to, or quality of, investments held by any existing fund.][SUBJECT TO ADVERTISING REVIEW INCLUDING CASE STUDY COMMENTS, IF ANY] Nothing on this page shall constitute an offer to sell or a solicitation of an offer to buy an interest in any investment partnership or other security. Any offer to sell or solicitation of an offer to buy an interest in an investment partnership may be made only by way of the partnership's final definitive confidential disclosure document.
22. MISCELLANEOUS. This Agreement constitutes the sole agreement between you and Gridline for your use and the provision of the Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or Gridline. Any of the terms of this Agreement which are determined to be invalid, unlawful, void, or for any reason unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of this Agreement as a whole. Failure to insist on performance of any of the terms of this Agreement will not operate as a waiver of any subsequent default. No waiver by Gridline of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part without Gridline’s prior written consent, and any attempted assignment, transfer or delegation in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. The communications between you and Gridline may take place via electronic means, whether you visit the Services or send Gridline e-mails, or whether Gridline posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Gridline in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Gridline provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). Gridline shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
24. Contacting Us
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