This Terms of Service explains, in plain English, the services you may expect Secfi to offer and the terms under which they will be provided to you in the context of each of Secfi’s service offerings. These offerings include use of our financial dashboard software service for reviewing your options and shares (“Dashboard”), our delivery of automated options exercise and share liquidity insights (“Insight Service”), and delivery of our options exercise service and share liquidity service (“Service”, “Options Exercise Service” or “Share Liquidity Service”). All such offerings are collectively referred to in these Terms of Service as the “Services”.
All of Secfi’s Services are made available through the Site.
Permission is granted to temporarily access and use the materials (information or software) on the Site or for the Service for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
This license shall automatically terminate if you violate these Terms of Service and may be terminated by Secfi at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
You are expressly prohibited from (i) using any robot, spider, other automatic device, or manual process to monitor, “mine” or copy the web pages on the Site, (ii) using any device, software or routine to interfere or attempt to interfere with the proper working of the Site, (iii) taking any action that imposes an unreasonable or disproportionately large load on our infrastructure, and (iv) impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with any person or entity.
You acknowledge that the Site, services and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that all content published on the Site (“Content”) is and shall remain the property of Secfi or Secfi’s licensors.
You shall comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Content. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part.
All trademarks, logos and services marks displayed on the Site and the Services, if any, are trademarks belonging to us, our affiliated entities, our licensors, or other applicable parties (collectively the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on the Site, without our prior written permission in each instance. All goodwill generated from the use of the Trademarks will inure to our benefit, our affiliated entities, or our licensors, as the case may be.
We may, in our sole discretion, post the advertisements of third parties on the Site and/or links to third-party websites. The display of advertisements and links on the Site is not intended as, and does not in any manner constitute, a recommendation, endorsement, or approval of the advertiser or its services by us. Your correspondence or any other dealings with advertisers found on the Site are solely between you and such advertiser, and we are not responsible or liable for the statements or conduct of any third party, nor for any loss or damage incurred as a result of any such dealings. We are not responsible for the content of any linked external websites and do not make any representations regarding the content or accuracy of materials on such websites. If you decide to access linked external websites, you do so at your own risk.
By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us through the Site, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide any Unsolicited Information to us through the Site. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliated entities, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliated entities are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to the Site for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products.
You are responsible for the means you use to access the Site and the services contained on the Site and all costs associated therewith. We are not responsible for the performance of your hardware, software, the Internet, your Internet service provider and other third parties involved in connecting you to the Site.
THE SITE, THE SERVICES CONTAINED ON THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR INFORMATIONAL PURPOSES ONLY. Secfi MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS.
FURTHER, Secfi, INC. DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, COMPLETENESS, CURRENTNESS, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS WEBSITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THIS SITE.
THE SITE, OUR SERVICES, AND THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH ERRORS LISTED THEREIN. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SITE, OUR SERVICES, AND THE CONTENT AT ANY TIME WITHOUT NOTICE. Secfi HAS NO OBLIGATION TO REVIEW OR VET ANY CONTENT, OR TO UPDATE ANY CONTENT.
TO THE EXTENT THAT Secfi MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
TO THE MAXIMUM PERMITTED UNDER LAW, IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) UNDER NO CIRCUMSTANCES WHATSOEVER WILL Secfi AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SITE, THE SERVICES, OR THE CONTENT, OR RELIANCE ON ANY OF THE FOREGOING, OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY FAILURE TO PERFORM BY Secfi, AND (II) ANY DIRECT DAMAGES NOT ATTRIBUTABLE TO PERSONAL INJURIES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE, THE SERVICES, THE CONTENT, OR ANY PORTION THEREOF SHALL BE LIMITED TO $100. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES, OR THE CONTENT MUST BE BROUGHT BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.
NO MATERIAL OR CONTENT AVAILABLE THROUGH THE SITE SHALL BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SERVICES OF ANY OF OUR AFFILIATED ENTITIES. OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. Secfi ADVISORY LIMITED (“Secfi LTD.”), A WHOLLY OWNED SUBSIDIARY OF Secfi, INC., IS REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION AS AN EXEMPT REPORTING ADVISER, PROVIDING NON-DISCRETIONARY INVESTMENT ADVICE TO PRIVATE FUNDS. SPECIFICALLY, Secfi LTD. SERVES AS A NON-DISCRETIONARY SUB-ADVISER TO CERTAIN POOLED INVESTMENT VEHICLES (EACH, A “FUND”) WHICH HAVE BEEN OR WILL BE FORMED BY A THIRD PARTY MANAGER FOR VARIOUS PURPOSES, INCLUDING BUT NOT LIMITED TO, ACQUIRING EXPOSURE TO THE STOCK OF LATE-STAGE AND GROWTH-STAGE PRIVATE TECHNOLOGY COMPANIES HELD BY THE EMPLOYEES OF SUCH COMPANIES WHO ARE SEEKING LIQUIDITY (“SHAREHOLDERS”). SHAREHOLDERS MAY BE USERS OF THE SITE. Secfi LTD. PROVIDES INVESTMENT MANAGEMENT SERVICES TO THE FUNDS ON A NON-DISCRETIONARY BASIS SOLELY WITH RESPECT TO THE RECOMMENDATION OF CERTAIN PRIVATE FINANCING CONTRACTS IN ORDER TO FACILITATE EACH FUND’S DESIRED EXPOSURE TO THE RELEVANT COMPANIES. SUCH ADVISORY SERVICES PERFORMED BY Secfi LTD. ARE LIMITED EXCLUSIVELY TO RECOMMENDING, ARRANGING AND NEGOTIATING PRIVATE FINANCING CONTRACTS ON BEHALF OF EACH FUND. Secfi LTD. DOES NOT HAVE DISCRETION TO MAKE INVESTMENTS ON BEHALF OF A FUND SAVE FOR RECOMMENDING AND NEGOTIATING PRIVATE FINANCING CONTRACTS CONSISTENT WITH THE GENERAL STRATEGY AND INVESTMENT GUIDELINES OF A PARTICULAR FUND. ACCORDINGLY, THE FUNDS ARE Secfi LTD.’S CLIENTS; SHAREHOLDERS, INCLUDING USERS OF THIS SITE, ARE NOT CUSTOMERS OR CLIENTS OF Secfi LTD., AND Secfi LTD. DOES NOT PROVIDE ANY TYPE OF INVESTMENT, SECURITIES, TAX, OR BROKERAGE ADVICE OR SERVICES, INCLUDING RECOMMENDATIONS TO PURCHASE OR SELL ANY PARTICULAR SECURITY, TO THE SHAREHOLDERS, INCLUDING USERS OF THIS SITE, IN ANY CAPACITY. YOU SHOULD CONSULT WITH YOU OWN INVESTMENT, TAX AND LEGAL ADVISORS.
WE ARE NOT UTILIZING THE SITE TO PROVIDE INVESTMENT OR OTHER ADVICE, AND NO CONTENT, INFORMATION OR MATERIAL AVAILABLE THROUGH THE SITE IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY INVESTMENT. TO THE EXTENT THAT PAST PERFORMANCE IS AVAILABLE THROUGH THE SITE, PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, AND NO REPRESENTATION IS BEING MADE THAT ANY INVESTMENT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE ACHIEVED IN THE PAST, OR THAT SIGNIFICANT LOSSES WILL BE AVOIDED.
PLEASE REMEMBER THAT DIFFERENT TYPES OF INVESTMENTS INVOLVE VARYING DEGREES OF RISK, AND THERE CAN BE NO ASSURANCE THAT THE FUTURE PERFORMANCE OF ANY SPECIFIC INVESTMENT OR INVESTMENT STRATEGY (INCLUDING THOSE UNDERTAKEN OR RECOMMENDED BY Secfi), WILL BE PROFITABLE OR EQUAL ANY HISTORICAL PERFORMANCE LEVEL(S). IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE INVESTMENT AND THE TERMS OF THE OFFERING. YOUR USE OF THE SITE, OUR SERVICES, AND THE CONTENT IS AT YOUR OWN DIRECTION AND YOUR OWN RISK.
We prohibit the use of any links to the Site from any other web sites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the Site with any other web site. The Site may periodically provide links to third party web sites. This Terms of Service governs only the Site and not any such third party web sites, and Secfi has not reviewed all of the sites linked to the Site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Secfi of the site. Use of any such linked website is at the user’s own risk.
The Site contains certain “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential” and other similar terms. All are subject to various factors, including, but not limited to general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors affecting Secfi’s operations that could cause actual results to differ materially from projected results.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Service and your access to all or any part of the Site and/or the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site and/or the Services at any time without prior notice or liability.
By assenting to these Terms of Service, you agree that a printed version of these Terms of Service and all other agreements entered into by you on the Site in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The Site and Services are based in the United States. We make no claims concerning whether the Site, the Services, or any Content may be viewed or be appropriate for use outside of the United States. If you access the Site or Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with all laws, rules and regulations that are now or hereinafter promulgated by any government authority or agency that govern or apply to the operation and use of the Site and Services. Without limiting the generality of the foregoing, you shall comply with such restrictions and not export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation.
If these Terms of Service are terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of these Terms of Service, which shall remain in full force and effect: Intellectual Property Rights in this Site, Disclaimers, Limitations and Miscellaneous. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, USA, except with regard to its conflicts or choice of law rules. You expressly agree (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of California, USA, as applicable; and (ii) that the Site shall be deemed passive that does not give rise to personal jurisdiction over Secfi, either specific or general, in jurisdictions other than California. These Terms of Service contains the entire agreement between Secfi and you concerning the Site and supersedes all existing agreements and all other oral, written or other communication between Secfi and you concerning the Site. All rights not expressly granted herein are reserved by us. Our failure to act on or enforce any provision of these Terms of Service shall not be construed as a waiver of that provision or any other provision in these Terms of Service. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Secfi and you in writing, these Terms of Service constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Service will inure to the benefit of our successors, assigns, licensees, and sublicensees.