1. Your Acceptance
2. The Website
3. Website Use
3.2. In order to access some features of the Website, you will have to create a user account (an "Account"). You may never use another person’s Account without permission. When creating your Account, you must (i) provide accurate and complete information as prompted by the Website’s user account registration form (such information being your "Registration Data") and (ii) maintain and promptly update your Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data or any other information to Vator that is untrue, inaccurate, not current or incomplete, or Vator has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Vator has the right to suspend or terminate your Account and refuse any and all current or future use of or access to the Website (or any portion thereof). You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. You must notify Vator immediately of any breach of security or unauthorized use of your Account. Although Vator will not be liable for your losses caused by any unauthorized use of your Account, you may be liable for the losses of Vator or others due to such unauthorized use.
3.3. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the Vator servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Vator grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Vator reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including user account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
4. User Account Types
You may create one of three types of user Accounts on the Website: an "Observer" Account, an "Entrepreneur" Account and an "Investor" Account. If you have an Investor Account, you may upgrade your Investor Account to an "Accredited Investor" Account if (i) you submit through the Website a questionnaire designed to enable Vator to form a reasonable basis for believing that you are an "accredited investor" as defined in Rule 501 of Regulation D of the United States Securities Act of 1933, and (ii) Vator determines there is a reasonable basis for believing you are an accredited investor, which determination will be made in Vator’s sole and absolute discretion on the basis of your response to the questionnaire as well as any other information known or available to Vator.
A certain portion of the Website and related functions and content (the "Funding Portal") is designed to assist Accredited Investors in identifying Entrepreneurs and their companies that are seeking to raise capital, and to facilitate the raising of such capital. Your Account type generally determines the portions of the Website and type of content on the Website to which you will have access, and the functions of the Website you will be able to use. Observers, Investors and Entrepreneurs will generally have access to all portions, content and functions of the Website other than (i) the Funding Portal and (ii) User Submissions which the submitting user has only shared with certain users. Accredited Investors will have general access to the Funding Portal. Entrepreneurs will have access to the Funding Portal which is limited to posting private company content, monitoring Accredited Investor interest in the Entrepreneur and its company and communicating with Vator about potential formation of and investment by a private investment fund.
5. User Qualifications
The Funding Portal and its Services are available only to (i) those Investors who are "accredited investors" as defined as defined in Rule 501 of Regulation D of the United States Securities Act of 1933 and who are at least 18 years old, and (ii) Entrepreneurs for the limited purposes of posting private company content, monitoring Accredited Investor interest in the Entrepreneur and its company and communicating with Vator about potential Investment Fund formation and investment.
6. Securities Products
Entrepreneur and Investment Fund listings on the Funding Portal are only suitable for accredited investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Additionally, Accredited Investors participating in Investment Funds may receive restricted securities that may be subject to holding period requirements. Investment Fund offerings on the Funding Portal will target companies seeking private placement investments, which tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Accredited Investors participating in Investment Funds must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. Currently, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). Individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.
The value of investments in Investment Funds on the Funding Portal and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of the Website or the Funding Portal do not constitute financial, legal, or tax advice by Vator. Investors are solely responsible for conducting any legal, accounting or due diligence review of any Investment Fund in which they participate and the underlying company. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
None of the content contained in the publicly available portions of the Website constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service by Vator. The information prepared by Vator in the Website and Funding Portal has been prepared without reference to any particular Website user’s investment requirements or financial situation. The information provided by Vator on the Website and the Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Vator is not authorized to provide such information or services. Some products and services described on the Website may not be available in all jurisdictions or to all users.
7. Rights to Content
8. Copyright and Trademarks
The content of the Website includes copyrighted materials, trademarks and other proprietary information, which may include, without limitation, text, software, photos, video, audiovisual recordings, graphics, music and sound. The entire contents of the Website are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, Vator owns a copyright in the selection, coordination, arrangement and enhancement of all Materials, as well as in the content original to the Website. Third-party content providers own the copyright in content that is original to them. "Vator.tv," the "Vator.tv" logo, "Vator.co", the "Vator.co" logo, as well as other marks that may appear on the Website ("Marks"), are the service and trademarks of Vator. All other trademarks, service marks and logos used on the Website, with or without attribution, are the trademarks, service marks or logos of their respective owners. Without Vator’s written permission, you agree not to display or use, in any manner, the Marks. In addition, elements of the Website are protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the written permission of Vator.
9. Links and Other Sites
The Website contains links to pages on other sites, and those sites may offer products, services or other resources. Because Vator has no control over such sites and resources, you acknowledge and agree that Vator has no responsibility for the accuracy of information provided by or availability via other sites. Links to external sites do not constitute an endorsement by Vator of the sponsors of such sites or the content, products, advertising or other materials presented on those sites. Vator does not author, edit or monitor these pages or links. You further acknowledge and agree that Vator is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on these other sites or resources.
Vator hereby grants you a non-exclusive, limited license, revocable at Vator’s discretion, for you to link to the Website’s home page from any site you own or control that is not commercially competitive to Vator and does not criticize or otherwise injure Vator, so long as the site where the link resides, and all other locations to which such site links, comply with all applicable laws and do not in any way abuse, defame, stalk, threaten or violate the rights of privacy, publicity, intellectual property or other legal rights of others or, in any way, post, publish, distribute, disseminate or facilitate any inappropriate, infringing, defamatory, profane, indecent, obscene or illegal/unlawful information, topic, name or other material. Such a link is not an endorsement of such other site(s) by Vator. All of Vator’s rights and remedies are expressly reserved.
10. Infringement Complaints - Digital Millennium Copyright Act Notice
Vator respects others’ intellectual property rights and has made every effort to secure appropriate clearances for all proprietary intellectual properties that Vator directly makes available on the Website and we ask our users to do the same. Vator may, in appropriate circumstances and at its discretion, disable and/or terminate the Accounts of users that Vator suspects to be infringers. If you believe any material on the Website, either posted by Vator, our users or any other party, is infringing, please contact Vator at the address below. Pursuant to the Digital Millennium Copyright Act, Vator has a designated agent to receive copyright infringement claims (see 17 U.S.C 512(c)(3) for further detail). You may notify Vator of alleged intellectual property rights infringement by contacting our designated DMCA Agent at:
c/o Bambi Francisco
875–A Box 317 Island Drive
Alameda, CA 94502
E-mail: [email protected]
DO NOT SEND ANY INQUIRIES UNRELATED TO POTENTIAL INFRINGEMENT OF RIGHTS OR OTHER LEGAL MATTERS (E.G., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, ETC.) TO THE CONTACT LISTED ABOVE. YOU WILL NOT RECEIVE A RESPONSE IF YOU SEND COMPLAINTS UNRELATED TO LEGAL MATTERS TO THAT CONTACT. All other correspondence should be sent to [email protected].
If your notification involves infringement of copyright or trademark rights, please include the following information in your notice:
11. User conduct and submissions
11.1. The Website may now or in the future permit the submission of videos or other communications submitted by you and other users and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Vator does not accept responsibility for protecting the confidentiality or for misuse or disclosure of any confidential or proprietary information you submit on Vator.
11.4. You understand that when using the Website, you will be exposed to User Submissions from a variety of sources, and that Vator is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Vator with respect thereto, and agree to indemnify and hold Vator, its owners, operators, affiliates, and licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.
11.5. Vator provides an "Embeddable Player" feature on the Website, which you may incorporate into your own websites for use in accessing the materials on the Website, provided that you include a prominent link back to the Vator Website on the pages containing the Embeddable Player. Vator reserves the right to discontinue any aspect of the Vator Website at any time.
12. License to Content
13. Advertisements and communications
Vator and third parties to which Vator sublicenses User Submissions may include advertisements in conjunction with or associated with such User Submissions. You understand and agree that the substance, placement and timing of such advertisements shall be determined by Vator or its sublicensees in their sole discretion. You agree that you shall not alter or remove any such advertisements. If you find a particular advertisement offensive, you may contact Vator at [email protected] and provide your comments or ask to have the advertisement removed. Your correspondence or business deals with, or participation in promotions of, advertisers or other third parties found on or through the Website including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or other third party. You agree that Vator shall not be responsible or liable for any loss or damage whatsoever incurred as the result of any of the foregoing.
14. Disclaimer of Warranties
Your use of the Website (including but not limited to your use of the Funding Portal) and your use or reliance upon any materials or content on the Website or Funding Portal is solely at your own risk. In no event will Vator be liable to you or anyone else for any decision made or action taken by you in reliance upon such materials. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, VATOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE OR FUNDING PORTAL AND YOUR USE THEREOF, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND FUNDING PORTAL AND ANY RELATED MATERIALS. VATOR MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER AS TO ACCURACY, ADEQUACY, RELIABILITY, CORRECTNESS, COMPLETENESS OR SUITABILITY OF ANY OF THE MATERIALS OR INFORMATION AVAILABLE ON THE WEBSITE OR THE MATERIALS ON ANY SITES LINKED TO THE WEBSITE AND 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 AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. VATOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE VATOR WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VATOR WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. IF YOU FIND ANY MATERIAL ON THE WEBSITE OBJECTIONABLE, DO NOT USE THE WEBSITE. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
15. Investment Matters
Vator is not responsible for verifying that that any user is an "accredited investor" (as defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933) or otherwise authorized or appropriate to invest in you or your company, or for determining whether any use of the Website constitutes a general solicitation or general advertisement of securities under US law or the laws of any state or other jurisdiction, including foreign jurisdictions.
We do not recommend to you or any user of the Website any companies for investment or endorse their fitness for investment or verify their User Submissions, and we do not claim any of that information is accurate.
16. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL VATOR, ITS PARENT, AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS, CONTRACTORS, ADVERTISERS, VENDORS OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS, ASSIGNS OR LICENSEES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY “RELEASED PARTIES”) BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE, THE USE OR THE INABILITY TO USE THE WEBSITE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE MATERIALS AVAILABLE ON THE WEBSITE, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE WEBSITE OR ANY OTHER MATTER RELATING TO THE WEBSITE, INFORMATION CONTAINED WITHIN THE WEBSITE, EVEN IF ANY OF THESE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR SITE-RELATED MATERIALS IS TO STOP USING THE WEBSITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY AND RELEASE IS MADE WITHOUT THE KNOWING INTENT OF RELEASING ALL KNOWN AND UNKNOWN CURRENT AND FUTURE CLAIMS AND WITH THE INTENT OF WAIVING ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 OR OTHER LAWS REQUIRING SIMILAR WAIVERS TO BE KNOWINGLY MADE.
You agree to be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Website and you shall be responsible for all charges related thereto.
20. Our Commitment To Childrens’ Privacy and Our Compliance with the Children’s Online Privacy Protection Act
In compliance with the Children’s Online Privacy Protection Act (COPPA), we are a general audience site and do not intend to collect any personally identifiable information ("PII") from children under 13 years of age, unless we believe such collection to be permitted by law. The Website targets an audience that is over the age of 18 and some content may not be appropriate for all ages. Parental supervision is recommended. If you are the parent or guardian of a child under 13 and believe that he or she has disclosed PII to us, please contact us at [email protected]. Upon request, the parent or guardian of a child under 13 may review and request the deletion of such child’s PII, as well as refuse to permit the further collection or use of such PII.
22. Distribution Limitations and Territorial Restrictions
The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Vator to any registration requirement within such jurisdiction or country. The Website is controlled and operated by Vator from its offices within the State of California, U.S.A. and Vator makes no representation that materials in the Website are appropriate or available for use in other locations. Those who choose to access the Website from other locations do so on their own initiative and risk and are responsible for compliance with local laws regarding online conduct and acceptable content, if and to the extent local laws are applicable. Use of or access to the Website shall not be construed as the purposeful availment of the benefits or privilege of doing business in any state other than the State of California by Vator.
Software related to or made available by the Website may be subject to United States export controls. Thus, no software from this Website may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to this Website, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.
23. Choice of Law and Forum Selection
26. Statute of Limitations
27. Entire Agreement; Modification and Termination
Last revised: September 24, 2013 (version 4)