Terms of Use

TERMS OF USE

Last Updated: April 23, 2020

Welcome to the StartupCaptables website (the “Site”), owned and operated by StartupProgram.com, Inc. (“StartupProgram,” “we,” or “us”). The Site provides users access to the StartupProgram debt equity models, StartupProgram audio-visual content, including, but not limited to all StartupProgram lectures, all written materials that correspond to the lectures, and any and all materials provided thereto (collectively, the “StartupProgram Content”). This page explains the terms by which you may use the StartupProgram Site, including your rights to access and use of the StartupProgram. By accessing or using the Site, including any Startup Program Content, or clicking a button or checking a box marked “I Agree” or something similar, you signify that you have read, understood, and agree to be bound by these Terms of Use (these “Terms”) and to the collection and use of your information as set forth in the StartupProgram Privacy Policy, which is hereby incorporated by reference. These Terms apply to all visitors, users, and others who register for or otherwise access the Site (“Users”).

Please read this agreement carefully to ensure that you understand each provision. These Terms contain a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

The materials on this Site, including, but not limited to the StartupProgram Content, are provided for informational purposes only. Please refer to our Disclaimer which applies to all uses of the Site.

1. Use of Our Site

Eligibility

This is a contract between you and StartupProgram. You must read and agree to these Terms before using the Site and/or accessing any of the StartupProgram Content. If you do not agree, you may not use the Site or access any of the StartupProgram Content. You may use the Site and access the StartupProgram Content only if you can form a binding contract with StartupProgram, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Site or StartupProgram Content by anyone under 13 is strictly prohibited and in violation of these Terms.

License

Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable and personal license to access and use the StartupProgram Content solely for your personal, noncommercial use. StartupProgram reserves all rights in and to the StartupProrgam Content not expressly granted herein. StartupProgram may terminate this license at any time for any reason or no reason.

StartupProgram Accounts

You must obtain a StartupProgram account to gain access to the StartupProgram Content that we may provide and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify StartupProgram immediately of any breach of security or unauthorized use of your account. StartupProgram will not be liable for any losses caused by any unauthorized use of your account.

By providing StartupProgram your email address you consent to our using the email address to send you notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to the StartupProgram Content and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by clicking the “Unsubscribe” link in the related email. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

Site Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, selling, licensing, publicly displaying, reproducing, publishing or disclosing any part of the StartupProgram Content in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the StartupProgram Content in a manner that sends more request messages to the StartupProgram servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that StartupProgram grants the operators of public search engines revocable permission to use spiders to copy publicly available 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); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site; (vii) collecting or harvesting any personally identifiable information, including account names, from the Site; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Site; (xi) accessing any StartupProgram Content through any technology or means other than those provided or authorized by the Site; or (xii) bypassing the measures we may use to prevent or restrict access to the StartupProgram Content, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the content.

Accessing any audiovisual content that may be available on the Site for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Site. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Site to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.

We may permanently or temporarily terminate or suspend your access to the Site and the StartupProgram Content without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

2. Submissions

You may choose to or we may invite you to submit comments or ideas about the StartupProgram, including without limitation about how to improve the Site, the StartupProgram Content or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place StartupProgram under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, StartupProgram does not waive any rights to use similar or related ideas previously known to StartupProgram, or developed by its employees, or obtained from sources other than you.

3. Order and Payment Terms and Cancellation

No Sales to Children. StartupProgram does not sell its StartupProgram Content for or to children, but only to adults, who can purchase with a credit card or other permitted payment method. If you are under eighteen (18) years of age, you may use the Site and the StartupProgram Content only with involvement and consent of a parent or legal guardian.

Purchases. You must setup a user account and place an order through the Site to purchase a right to use and access the StartupProgram Content. Access to the StartupProgram Content may be subject to certain additional limitations and conditions as may be set forth in your order confirmation. We may contact you (via email) if additional information is required to accept and process your order. Invalid order information may result in delays processing your order. If your order is declined or cancelled, we will attempt to notify you using the email address you have given us with the order.

Price Changes. We reserve the right to adjust the pricing for the StartupProgram Content, including but not limited to the bundles and types of StartupProgram Content offered, in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes will take effect following posting of such price change on the StartupProgram Site.

Payment Methods. We accept various payment methods for purchases of the StartupProgram Content. You acknowledge and agree that your payments will be processed by our third-party business partners to facilitate purchases made through the Site unless we notify you otherwise.

Offers. You acknowledge and agree that any offers made available through the Site are subject to change at any time and from time to time. While we strive to provide accurate pricing information regarding the Service, we cannot guarantee pricing if errors occur, and we therefore reserve the right, at our sole discretion, to not process or to cancel orders if prices were incorrectly posted as the result of an error. If this occurs, we will use reasonable efforts to notify you.

No Refunds. All sales are final unless agreed to otherwise.

California Residents. The provider of Site is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

4. Privacy

We care about the privacy of our Users. You understand that by using the Site you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

5. Security

StartupProgram cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

6. Copyright Complaints

It is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Site, please notify StartupProgram’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and where it is located on the Site;
Information reasonably sufficient to permit StartupProgram to contact you, such as your address, telephone number, and, email address;
A statement 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 law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice

StartupProgram.com, Inc.

Mail.: 11812 San Vicente Blvd., Suite 380, Los Angeles, CA 90049

Email: [email protected]

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying StartupProgram and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with StartupProgram’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

7. Third-Party Links and Information

The Site may contain links to third-party materials that are not owned or controlled by StartupProgram. StartupProgram does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Site or through any third-party website or service, you do so at your own risk, and you understand that these Terms and StartupProgram’s Privacy Policy do not apply to your use of such sites. You expressly relieve StartupProgram from any and all liability arising from your use of any third-party website, service, or content. [MB9]

8. Indemnity

You agree to defend, indemnify and hold harmless StartupProgram and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site and the StartupProgram Content, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any patent, trademark, copyright, right of privacy, or other intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Site with your unique username, password or other appropriate security code.

9. No Warranty

The Site and the StartupProgram Content is provided on an “as is” and “as available” basis. Use of the Site and the StartupProgram Content is at your own risk. To the maximum extent permitted by applicable law, the Site and the StartupProgram Content is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from StartupProgram or through the Site will create any warranty not expressly stated herein. Without limiting the foregoing, StartupProgram, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Site and StartupProgram Content will meet your requirements; that the Site and the StartupProgram Content will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Site and the StartupProgram Content is free of viruses or other harmful components. Any content, including the StartupProgram Content, downloaded or otherwise obtained through the use of the Site is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Site or StartupProgram Content.

StartupProgram does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site or any hyperlinked website or service, and StartupProgram will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Some jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall StartupProgram, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site or the StartupProgram Content. Under no circumstances will StartupProgram be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Site, the StartupProgram Content, or your account or the information contained therein.

To the maximum extent permitted by applicable law, StartupProgram assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Site or StartupProgram Content by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Site. In no event shall StartupProgram, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to StartupProgram hereunder or $100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if StartupProgram has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

The Site is controlled and operated from facilities in the United States. StartupProgram makes no representations that the Site and the StartupProgram Content is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site or the StartupProgram Content if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

Governing Law. You agree that: (i) the Site shall be deemed solely based in California; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Los Angeles County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from StartupProgram. For any dispute with StartupProgram, you agree to first contact us at [email protected] attempt to resolve the dispute with us informally. In the unlikely event that StartupProgram has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Los Angeles County, California, unless you and StartupProgram agree otherwise. JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS. The award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing StartupProgram from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

Class Action/Jury Trial Waiver. With respect to all persons, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and StartupProgram are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

12. General

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by StartupProgram without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to these Terms. StartupProgram may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Site, as determined by StartupProgram in our sole discretion. StartupProgram reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. StartupProgram is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. StartupProgram may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms through a reasonable method of our choosing. Your continued use of the Site and the StartupProgram Content after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Site.

Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with StartupProgram in connection with the Site and/or the StartupProgram Content, shall constitute the entire agreement between you and StartupProgram concerning the Site and the StartupProgram Content. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and StartupProgram’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Contact. Please contact us at [email protected] with any questions regarding these Terms.