Terms Of Use

Terms of Use

Effective:  March 15, 2018

Cyndx Networks LLC (“Cyndx”) is a financial technology company that provides clients with access to technological solutions through product offerings hosted in secure cloud environment to bring efficiencies to the capital markets.

For purposes of these Terms of Use (“Terms”) Companies, financial intermediaries and fund managers are “Subscribers”. Subscribers are assigned a unique password identifier to access the Cyndx product offerings through the Cyndx website (“Site”). Subscribers contact prospective investors (“Investors”) and invite the Investors to access the Site to evaluate the opportunity that the Subscriber is offering. Upon accepting the Subscriber’s invitation, the Investor is assigned a unique password to access the relevant portions of the Site featuring the opportunity to be evaluated. Some visitors to the Site may wish to learn more about Cyndx and its products, have an academic interest in financial technology, or may be merely curious (“Public Viewer”). Public Viewers are not assigned a unique password and as such have a very limited access to the Site.

Collectively, Subscribers, Investors and Public Viewers are deemed to be “Users”. These Terms apply to all Users who access this Site. Certain provisions are more applicable to Subscribers and Investors and are designated as such.

License to Use the Site

These Terms are a legally binding agreement pertaining to the use and access to the Site and conveys a non-exclusive, non-assignable revocable license to the User to access and use the Site. Users are expressly prohibited from copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the Site or any part of the Site thereof, unless permitted by applicable law or upon receipt of the written consent of Cyndx. Users who do not wish to be bound by these Terms should leave the Site. Continued viewing, use and access to the Site shall be deemed an acceptance of all of the Terms herein.   

No Minors

By viewing this Site, User represents and warrants that he / she is of legal age (18 years old) or older and has the legal capacity to enter into contractual agreements.

Changes to Terms

Cyndx reserves the right, in its sole discretion, to amend, modify or delete portions of the Terms at any time. Any such change shall be posted on this Site and shall constitute the sole notice of such change. Users acknowledge and agree that continued use of this Site after an amendment to the Terms shall be deemed an acceptance of any and all new Terms.

Ownership of Site and Content

For purposes of these Terms, the look and feel of this Site (the text, format, graphics, etc.), photographs, editorial comments (to the extent applicable) and other materials is “Cyndx Content”. Between the User and Cyndx, Cyndx has title and claim to all ownership rights to the Cyndx Content. Under these terms, Cyndx grants the User the right to view and access the Site in accordance with these Terms. The User may download or print a copy of the Cyndx Content from this Site for personal, internal and non-commercial use but is expressly prohibited from sharing the Cyndx Content with third parties.

Subscribers

Subscribers to the Services shall also be bound by the terms of the Master Subscription Agreement and applicable ancillary agreements, in addition to the Terms set forth herein. These Terms do not alter in any way the terms or conditions of the Master Subscription Agreement or applicable ancillary agreements. In the event of a conflict between the Terms set forth herein and the terms of the Master Subscription Agreement, the terms of the Master Subscription Agreement shall control.

Investors

Investors are contacted by Subscribers and invited to view and evaluate the opportunities presented by the transactions offered by the Subscribers. Upon accepting the invitation to evaluate the opportunity, the Investor is assigned a unique password to access the Site. By accessing the password protected Site in such a manner, the Investor acknowledges and agrees that the Investor meets the criteria for status as an “Accredited Investor” as that term is defined in Rule 501 of Regulation D of the Securities Act of 1933, or an Institutional Account as set forth in Financial Industry Regulatory Authority Rule 4512 (c). The Investor shall provide the information necessary to validate this status upon request in the manner specified by the Subscriber. The Investor shall provide the documentary and non-documentary information necessary to confirm the Investor’s identity and in those instances in which the Investor is an entity, information regarding the beneficial ownership of the entity. and to confirm that the Investor is not listed on any government issued list of criminal or terrorist organizations.

Investor Status

Cyndx is under no obligation to, and does not, certify or verify the self-accreditation of investor status provided by Investors. Each Subscriber is solely responsible for conducting diligence on any Accredited Investor or Institutional Account with whom a Subscriber interacts on the Site.

Federal and State Securities Laws

The Subscriber acknowledges and agrees that the Subscriber is solely responsible for compliance with all applicable federal and state securities laws and / or the securities laws of those jurisdictions exercising authority over the Subscriber. Subscribers offering securities acknowledge and agree that securities offered for sale must be registered with the United States Securities & Exchange Commission (“SEC”) pursuant to Section 5 of the Securities Act of 1933 or pursuant to a valid exemption from registration. The Subscriber is solely responsible for any and all suitability determination when offering securities to Investors.

Content

Cyndx had no participation in the preparation or review of the materials posted to the Site by Subscribers (“Content”) and makes no representations or warranties that the Content is accurate, complete, and does not contain misrepresentations and / or material omissions. Cyndx may, in its sole discretion, takedown or remove Content from the Site at any time, for any reason, but Cyndx does not monitor the Content and has no duty to do so.

Cyndx has no claim of any ownership over or rights to Content; however, by submitting Content to the Site, the Subscriber grants to Cyndx a worldwide, perpetual, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and publish the Content in connection with the Site and Cyndx’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. In the event it does so, Cyndx will use commercially reasonable efforts to maintain the confidentiality of the Content consistent with the Subscriber’s designation, but cannot guarantee any such confidentiality. The Subscriber also grants each user of the Site a non-exclusive license to access the Content through the Site, and to use, reproduce, distribute, prepare derivative works of, display and publish the Content as permitted through the functionality of the Site and under these Terms.

The Subscriber shall be solely responsible for Content and the consequences of posting or publishing the same. In connection with Content, the Subscriber affirms, represents, and / or warrants that: (i) the Subscriber owns or has the necessary licenses, rights, consents, and permissions to use and authorize Cyndx to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Content to enable inclusion and use of the Content in the manner contemplated by the Site and these Terms; and (ii) the Subscriber has the written consent, release, and/or permission of each and every identifiable individual person in the Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Content in the manner contemplated by the Site and these Terms.

The Subscriber agrees that it shall not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless the Subscriber is the owner of such rights or has obtained the necessary consent or permission from the rightful owner to post the material and to grant to Cyndx all of the license rights granted herein; (ii) knowingly or intentionally submit material that the Subscriber knows or should know contains falsehoods or misrepresentations that could damage Cyndx or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person.

Cyndx does not endorse any Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Content.

Cyndx reserves the right to decide whether the Content is appropriate and complies with these Terms in the event that the Content is deemed to be offensive or demeaning, pornographic, obscene or defamatory in nature, Cyndx reserves the right to remove such Content and / or terminate the Subscriber’s access for uploading such material in violation of these Terms at any time, without prior notice and at its sole discretion.

The User acknowledges and agrees that when accessing the Company’s site, the User may be exposed to Content from other Subscribers and that Cyndx bears no responsibility for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. The User further acknowledges and agrees that the User may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and the User acknowledges and agrees that that User waives, and hereby does waive, any legal or equitable rights or remedies the User has or may have against the Cyndx with respect thereto, and agrees to indemnify and hold Cyndx, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to the User’s access to and use of the Site, and access to Content.

Infringement Claims

Cyndx does not knowingly permit infringement of intellectual property rights on its Site, and will remove Content if properly notified that such Content infringes on another’s intellectual property rights. Cyndx reserves the right to remove Content without prior notice, and may also terminate access to the site of submitter of the Content at issue.

If the User is a copyright owner or an agent thereof and believes that any Content or appearing on this Site infringes upon the user’s copyrights, the User may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the Cyndx Copyright Agent with the following information in writing:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

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 the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Cyndx’s designated Copyright Agent to receive notifications of claimed infringement is: Robert K. Lagay C/o Cyndx 757 Third Avenue New York New York 10017. Only DMCA notices should go to the Copyright Agent. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Please be aware that there are penalties for false claims under the DMCA. Any other feedback, comments, requests for technical support, and other communications should be directed to Cyndx customer service through support@cyndx.net. The User acknowledges and agrees that should the User fail to comply with all of the requirements of this Section, the User’s DMCA notice may not be valid.

Assignment of Passwords

Access to the protected portions of Site is limited to Subscribers and Investors who have been assigned a unique password for access to the Services. Subscribers and Investors are solely responsible for maintaining the confidentiality of the assigned passwords, and bear responsibility for all activity that occurs under that password. Cyndx shall accept all instructions submitted under an assigned password and Cyndx must be notified of any suspicion or evidence of unauthorized use of the assigned password or any other breach of security.

Electronic Notice

Use of this Site shall be deemed an acceptance to receive all communications in an electronic format as valid Notice.

Warranty Disclaimer

THE SERVICE, INCLUDING ACCESS TO THE SITE, IS PROVIDED ON AN “AS IS’ BASIS. USER ACKNOWLEDGES AND AGREES THAT USER USES THE SERVICE AT USER’S OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THIS SITE ARE PROVIDED TO USER WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABIITY, FITNESS OF A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CYNDX MAKES NO WARRANTIES THAT THE CONTENT IS ACCURATE, RELIABLE OR COMPLETE; THAT THE SERVICE OR THE SITE WILL MEET USER REQUIREMENTS, BE AVAILABLE AT ANY PARTICULAR TIME, UNINTERRUPTED OR SECURE; THAT ANY ERRORS OR DEFECTS WILL BE ADDRESSED OR CORRECTED IN A TIMELY FASHION; OR THAT THE SITE WILL BE FREE OF VIRUSES OR OTHER MALWARE. USER ACKNOWLEDGES AND AGREES THAT ANY CONTENT USER DOWNLOADS FROM THE SITE OR OTHERWISE OBTAINS THROUGH THE SERVICES IS DOWNLOADED OR OBTAINED AT USER’S OWN RISK. TO THE EXTENT ALLOWED BY APPLICABLE LAW, CYNDX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF THE CONTENT OR INFORMATION PROVIDED BY SUBSCRIBERS AND SHALL BEAR NO LIABILITY OF ANY KIND WHATSOEVER TO SUBSCRIBERS, SUBSCRIBER’S BENEFICIARIES OR ANY OTHER THIRD PARTY FOR ITS LOSS, DESTRUCTION OR MISAPPROPRIATION. USER ACKNOWLEDGES AND AGREES THAT CYNDX DOES NOT MONITOR OR SUPERVISE ANY TRANSACTIONS BETWEEN SUBSCRIBERS.

Limitation of Liability

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CYNDX SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ERROR OR INTERRUPTION OF USE OF THE SITE OR THE SERVICES OR FOR LOSS OR INACCURACY OF CONTENT OR DATA OR CORRUPTION OF DATA OR THE COST OF PROCUREMENT OF REPLACEMENT SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS OR PROFITS; FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR FOR ANY AMOUNTS ASSOCIATED WITH BY ALL OTHER CLAIMS EVEN IF CYNDX HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. USER ACKNOWLEDGES AND AGREES THAT AN INTERRUPTION IN SERVICES DUE TO CIRCUMSTANCES BEYOND THE CONTROL OF CYNDX, SUCH AS A FAILURE OF TELECOMMUNICATIONS OR NETWORKS SYSTEMS NOT CONTROLLED BY CYNDX SHALL NOT BE CONSIDERED A SERVICE OUTAGE OR SERVICE DEFICIENCY FOR PURPOSES OF PURSUING ANY REMEDY UNDER THE TERMS OF THIS AGREEMENT.

Transaction Disclaimer

Cyndx makes no recommendation as to the merits or risks or suitability of any securities offerings that are presented by Subscribers. Cyndx is not a broker dealer and is not registered as a broker dealer with the SEC. As such Cyndx is not authorized to, nor does it offer, to purchase or sell securities

Nothing on this Site shall constitute financial, legal, or tax advice. Subscribers and Investors are solely responsible for conducting any financial, legal, tax or accounting due diligence review. Cyndx bears no liability for Content about offerings that appear on this Site.

Not all Subscribers and Investors are granted access to all portions of the Site (including deal rooms). Investors may choose to participate in a transaction offered by a Subscriber without accessing all portions of this Site, and some Investors may not have access to the same areas of the Site as others notwithstanding an interest in the same opportunity.

Access and Interference

The User acknowledges and agrees that the User shall not: use any robot, avatar or intelligent agents, scraper, deep link or other similar automated data gathering or extraction devices, or technology to navigate or search the Site or Services, nor shall the User retain a third party to perform the aforementioned acts via proxy to navigate or search the Site or the Services other than through the search engine made available to the User through the Service and other than generally available third party web browsers, such as Microsoft Internet Explorer.

Third Party Sites and Services

Cyndx may, in its sole discretion, provide links to the linked sites, services, or resources that might be of interest to User or complimentary to the services that Cyndx offers. The User acknowledges and agrees that the User’s election to access such sites and / or services is solely at the User’s own risk and User acknowledges and agrees that such linked sites and services are not controlled by Cyndx, and therefore Cyndx shall bear no responsibility or liability for any content, functionality, or action or event that may arise from the User accessing such linked sites or services. The inclusion of such linked sites does not imply any affiliation, sponsorship, or endorsement by the Cyndx or any association with the operators of the linked sites. Moreover, the User acknowledges and agrees that Cyndx shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with or caused by a reliance upon, any content, or provision of services through any of the operators of the linked sites.

Collection of Personal Information

Cyndx has collected and collated certain identifying information about all Users. This information may have been obtained through a consenting User submitting requested information, third party data sources, affiliated bankers or Subscribers. In order to provide the best possible user experience, and ensure that Investors are only being contacted about prospective investment opportunities that are relevant to them, it is essential to carefully take a review the information displayed on the Investor Profile Screen for its accuracy. If the information displayed is current and accurate, the Investor should then proceed to the transaction page that prompted the Investor to access the Site. If the information displayed is no longer accurate or no longer current, please take a moment to correct / update it. By amending or updating the displayed information, the User is providing to Cyndx the consent to use, display and share such Information to other Subscribers accessing this Site.

Processing Personal Information

Cyndx stores personal information in a specially designated encrypted database. A proprietary algorithm performs a search of the database and, depending upon the criteria entered into the algorithm, may collect, collate and disseminate Personal Information to a Subscriber. By using the unique password assigned to access the services, Investors are giving consent to Cyndx to collect, store, process and transmit the Investor’s Personal Data. Such consent may be revoked at any time by contacting Cyndx at privacy@ cyndx.net. For more information about the Cyndx Privacy Policy, click here.

Subscriber Anti-Money Laundering  Obligations

Certain Subscribers may be subject to anti-money laundering rules and regulations, including, but not limited to, the obligation to verify customer identification information and other know-your customer diligence requirements. Cyndx bears no obligation or liability to ensure such Subscribers comply with these obligations. Investors acknowledge and agree that information that they provide to such Subscribers may be subject to certain verification procedures and that records shall be maintained memorializing those procedures.

Choice of Law

All aspects of the Terms shall be governed and construed in accordance with the internal laws of the State of New York without regard to conflicts of laws provisions. Any action or proceeding arising from or related to these Terms must be brought in a federal court in the District of New York in the State of New York, or in a State Court in Manhattan New York and User irrevocably submits to the jurisdiction and venue of any such court, act or proceeding.

Waiver of Right to Jury Trial

USER ACKNOWLEDGES AND AGREES THAT BY USING THIS SITE USER WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW.

Severability

If any portion of these Terms is deemed to be invalid, illegal, or incapable of being forced by judicial decree, finding or order, all of the other provisions of these Terms shall remain in full force and effect. Upon any such judicial decree, finding, or order, Cyndx and the User shall negotiate in good faith to modify these terms to effect the original intent of the parties as closely as possible and in an acceptable manner.

No Third Party Beneficiary

The User acknowledges and agrees that the agreement embodied by these Terms is between the User and Cyndx only and that the Terms convey no rights or benefits, express or implied, to any third party for any reason.

No Assignment

The User may not assignable, transfer, or sub-license the right to access this Site or the services without the express written consent of Cyndx. Cyndx may assign or transfer the rights under these Terms to any third party at its sole discretion.

Limits to Access

Cyndx reserves the right, in its sole discretion to restrict or revoke User access to the Site and / or the Services with or without cause, without incurring any liability or providing User with notice of such restriction or revocation.

No United Nations Convention

User acknowledges and agrees that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from these Terms.

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