Last updated: February 19, 2024

 

These Terms of Service (the “Terms”) govern your use of the website and application located at https://www.syndicately.com/ and other sites and subdomains (collectively, the “Website”) owned and operated by Syndicately LLC, a Wyoming Limited Liability Company, and its affiliates (collectively, “Syndicately,” “Company,” “we,” “us,” or “our”).

 

By signing up to, accessing, or using the Website, you agree to abide by these Terms and to comply with all applicable laws and regulations. We reserve the right to review and amend any of these Terms at our sole discretion and update this page from time to time. Any change to these Terms will take effect immediately from the date of publication. If you do not agree with these Terms, you are prohibited from using or accessing our Website or using any other services provided by us.

 

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE. THESE TERMS GOVERN YOUR USE OF THE WEBSITE UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE WEBSITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE WEBSITE, YOU ARE CONFIRMING YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE WEBSITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE.

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction section will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Service and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

In particular, you may be asked to provide information relating to your qualifications to participate in an investment opportunity, including information relating to your ability to qualify as an “Accredited Investor” or similar status. All information you provide on the Website will be made available to the sponsors of the related opportunities, and by providing the information you are representing that it is correct, current and complete, and you will take any action needed to update such information as needed to ensure that remains correct, current and complete.

If you are provided with information about any other user, deal, opportunity, company, entity, or customer in connection with the Website, whether through the Website or any other source, you are responsible to verify the accuracy of the received information. We do not verify information that has been provided, and make no representation or warranty to you about its accuracy, completeness, or authenticity. All such information is provided to you “as is.”

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

If you use this Website, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that we are not responsible for third-party access to your account that results from theft or misappropriation of your account. We reserve the right to refuse or cancel service, terminate accounts, or remove or edit content at our sole discretion.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

Additional Data Sources

You authorize third parties, which may include your mobile operator, internet service provider, financial institution, government organizations, and other authoritative data sources, to disclose to Company and its data processing partners data only for the purposes of validating your identity and preventing fraud on your account. You also authorize Company to disclose this data directly to its data processing partners only for the purposes described herein. This data shall only be maintained for the duration of the business relationship. See our Privacy Policy for how we treat your data.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, legal forms, products, materials, documents, agreements, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Service permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Reverse engineer or otherwise attempt to discover or reproduce the Website or its component parts.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Service, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

Confidentiality

All data, information, content, communications, messages, documents and other information that you are provided access to through the non-public portions of the Website are confidential information of the Company, fund sponsors, lead investors and other users of the Website. This includes, but is not limited to, (a) information relating to the identification of other users, customers, deal sponsors, investment targets, companies seeking funding, persons and entities relating to any of the foregoing, (b) the terms of any deal, the fact that any deal is being sponsored, the fact that any sponsor is seeking investors, the fact that any company is seeking financing and other information relating to deals, funds and opportunities, (c) financial, corporate, operational, historical, performance, qualification, valuation, structural, legal, or other diligence information relating to users, customers, deal sponsors, companies, or opportunities, (d) the content of all communications, documents, messages and other content you receive or become aware of through the Website, and (e) compilations, derivatives, summaries, excerpts, analyses, benchmarking, performance, or other information or data derived from any confidential information, regardless of form or format or who, how or where produced. You shall: (x) protect and safeguard the confidentiality of such confidential information with at least the same degree of care as you would protect your own confidential information, and in no event less than a reasonable degree of care; (y) not use the confidential information, or permit it to be accessed or used, for any purpose other than to use the Website; and (z) not disclose any such confidential information to any other person or entity except to other users as enabled by the Website and in accordance with these Terms and Conditions.

Trademarks

The Company name, the term “SYNDICATELY”, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website:

• In any way that violates any applicable US federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Service.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, private messaging capability, group messaging capability, data rooms, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post“) content, messages, documents, or materials (collectively, “User Contributions“) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Service.

By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material as required in order to provide the Website and related services to you.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Service.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Service.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot and do not review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please contact us. It is the policy of the Company to terminate the user accounts of repeat infringers.

Non-Reliance

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users and third-party licensors. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We are not your attorneys. Nothing contained in these Terms of Service or any activity of the Company or any other user on the Website, including activities and statements of our employees, representatives, contributors, and those of fund sponsors, lead investors or others, will create an attorney-client relationship between you and the Company or any third party, even if any such person holds a license to practice law or otherwise holds themselves out as, or is known to be, an attorney. You further agree and understand that neither we nor our employees, representatives, or agents are licensed investment advisers or exempt reporting advisers and we do not provide investment advisory services. We do not provide any investment advice, tax advice, accounting advice, legal advice, or legal services of any kind in connection to you or any other third party.

We are not responsible, and you are solely responsible for compliance with all laws, regulations, and contractual and other requirements applicable to the activities you conduct on or through the Website, including, without limitation, laws, regulations, and requirements of national, state, provincial, and local regulatory authorities relating to:

• The issuance, promotion, offer, sale, purchasing, or investing in securities, and related filing and record-keeping requirements (including Regulation D, Regulation A, Regulation S, Rule 144, and state qualification, notice, exemption and other filings);
• Investment advisory activities, brokerage activities, and fund sponsorship;
• Cross border and international investment and fund formation;
• Money laundering, bribery; and T
• axes, fees, tariffs, export and import activities.

You are responsible for compliance with all legal agreements you enter into or become subject to through your participation in the Website or any investment activities you engage in.

You are advised to seek counsel of your legal advisor, investment adviser, accountant and tax professionals pertaining to any investment or other opportunities and your activities on the Website.

If you elect to invest in any opportunity, you do so at your own risk. We make no recommendations, representation or warranties with respect to any opportunity, and the presence of any user, customer or opportunity on the Website shall not be deemed to constitute a recommendation. You are responsible for conducting your own diligence with respect to all opportunities and investments and for your own review and approval of legal documents. We do not guarantee investment performance. Any agreement relating to any investment is between you and the other party to such agreement and we are not a party to such agreements.

Offers to sell, or solicitations of offers to buy any security can only be made through official offering documents that contain important information about risks, fees, and expenses associated with the applicable securities available for trading on the Syndicately website. No reference to any specific security constitutes a recommendation to buy, sell or hold that security or any other security. No reference to a security constitutes investment advice or offers any opinion with respect to the suitability of any security, and approval of your account should not be taken as advice to buy, sell or hold any security. These are sophisticated investments with inherent risks. You should not use this platform as the primary basis for any investment or financial decision.

Conflicts

Many of our customer and users have similar or identical business operations.  We, our affiliates, or other users of the Website may invest in the same opportunities that you or your affiliates may be investing in. You acknowledge and agree that we may have a conflict of interest in providing services to you and to other users and you expressly waives and disclaims any claims or causes of action arising from, or related to, such conflicts or potential conflicts of interest. You acknowledge that our relationship with you in no way precludes us from representing other investment platforms, investment groups, venture capital organizations, fund sponsors, private equity fund sponsors, investors, or any other party.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails, messages, newsletters, social media posts, or other communications containing content, or links to content, from the Website.
• Post or repost content to the Website from social media accounts or third-party newsletters, emails and other sources.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing and unless we expressly enable it, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage unless expressly enabled through the Website.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any Website features, including social media features, and any links at any time without notice in our discretion.

Links from the Website; Third Party Services

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

In particular, we use, have integrated into the Website, or may provide access to third-party services, including but not limited to money transmission, KYC/KYB/Accreditation services, CIK and Reg D Filings, entity filing, Registered Agent services, and bank account creation. The Company reserves the right to change its third-party service provider relationships at any time without notice.

Geographic Restrictions

Access to the Website may not be legal by certain persons or in certain countries. When you access the Website, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website 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 our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF OPPORTUNITY, LOSS OF REPUTATION, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, ANY PORTION OF THE WEBSITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE WEBSITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU WITHOUT THESE LIMITATIONS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and its past, present, and future employees, partners, contractors, consultants, suppliers, vendors, service providers, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your use of the Website or any services, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, (iv) your violation of any applicable laws or regulations, (v) your violation of any rights of any other person or entity, or (vi) your contract with any other user.

The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming  or any other jurisdiction).

Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED ON CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT THE COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The laws of the State of Wyoming and applicable United States federal law, including the Federal Arbitration Action as specified herein, shall govern this Agreement. Except for those disputes that shall be resolved in arbitration or in small claims court pursuant to this section, each party agrees to submit to the personal and exclusive jurisdiction of the courts located in the state of Wyoming, provided that any claims or disputes shall be subject to the arbitration provisions set forth below.

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought, in an individual capacity only, and not on a class-wide or representative basis, in the courts specified above), any dispute between you and Syndicately related in any way to, or arising in any way from, our Services or this Agreement (“Dispute”) shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the American Arbitration Association (“AAA”) rules for arbitration of consumer-related disputes (available from AAA on its website at www.adr.org), as modified by this Agreement or in accordance with rules on which we may mutually agree; provided, however, that to the extent a Dispute is within the scope of a small claims court’s jurisdiction, either you or Syndicately may commence an action in small claims court, in the county (or equivalent) of your most recent physical address, to resolve the Dispute. Any arbitration will be conducted by a single, neutral arbitrator and shall take place in Philadelphia, Pennsylvania, USA. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. The arbitral decision may be enforced in any court of competent jurisdiction. You hereby agree that this Agreement evidences a transaction involving interstate commerce, and therefore, the Federal Arbitration Act (“FAA”) applies to this Agreement, including the agreement to arbitrate set forth in this section. We each agree that the FAA, and not state law, shall govern whether a Dispute is subject to arbitration.

No Class Action

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Force Majure

Syndicately shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.

Waiver and Severability

No waiver, concession, extension, representation, alteration, addition, or derogation from these Terms by us, or pursuant to these Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative. Failure on our part to demand performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.

Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms is not affected.

Entire Agreement

The Terms of Service, our Privacy Policy, and any Terms of Sale constitute the sole and entire agreement between you and Syndicately, Inc. regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. For avoidance of doubt, our obligations, if any, with regard to our paid products and services are governed solely by the agreements pursuant to which they are purchased, and nothing on this Website should be construed to alter such agreements.

Your Comments and Concerns

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Syndicately LLC

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