Terms

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE WEBSITE IN ANY MANNER.

Effective date: June 1, 2016

These Terms of Use (the “Terms”) contain the rules and restrictions that govern your use of the website currently located at www.underscore.vc (the “Website”). On the Website you may (i) view general information about Underscore, including, without limitation, its funds and portfolio companies, or (ii) at your election, submit information or request (and Underscore may provide) additional information about Underscore. As used in these Terms, “we,” “us,” “our” and “Underscore” refer to Underscore.VC Fund I, LP.

These Terms are a binding contract between you and Underscore.   You must agree to and accept all of the Terms, or you don’t have the right to use the Website or access any of the data, graphics, images, materials or other information displayed on are made available through the Website (the “Content”).  Your use of the Website in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Website.  These Terms include the provisions in this document, as well as those in the Privacy Policy. We reserve the right to change the Terms at any time. Your continued use of the Website following the posting of any changes to these Terms constitutes acceptance of those changes.

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

Your Use of the Website
You will only use the Website and access the Content for your own internal, personal use, and not on behalf of or for the benefit of any third party without the prior written consent of Underscore. As a condition of use, you agree not to use the Website or any Content for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Underscore. You agree to abide by all applicable local, state, national and international laws and regulations. A violation of any of the foregoing is grounds for termination of your right to use or access the Website and any Content.

Website Content
The Content is protected by copyright and/or other intellectual property laws.  You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Website, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Underscore’s) rights.

You understand that Underscore owns the Website and all Content. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section), create derivative works based on, or otherwise exploit the Website.

The Content on the Website is provided for informational purposes only and is not an offer to sell to any person, or a solicitation from any person of an offer to buy, any securities. You acknowledge that this Website does not contain advice of any kind, including any investment, accounting, tax or legal advice.  We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Website.

User Submissions
Anything you provide through the Website is your “User Submission.” For all User Submissions, you hereby grant Underscore a license to translate, modify, reproduce, display, distribute and otherwise act with respect to such User Submissions, in each case for the sole purpose for which it was submitted.

We frequently receive information about potential investments and business plans through the Website, much of which may be similar or identical to information provided by other users. If your User Submission includes such information, we cannot, and do not, accept responsibility for protecting against misuse or disclosure of any confidential or proprietary information included in the User Submission in the absence of our express written agreement to do so. In addition to the license you grant in the User Submissions above, any investment or business plan information included in a User Submission may be used or disclosed by us for any purpose and in any manner, as we determine in our sole discretion. Our use of Personal Information included in the User Submission is subject to the terms of our Privacy Policy.

You are responsible for all content you contribute, in any manner, to us through the Website, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.  You are responsible for all your activity in connection with the Website and Content.

Third Party Websites
The Website may contain links or connections to third party websites or services that are not owned or controlled by Underscore. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Underscore is not responsible for such risks.  We encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

Underscore has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Website. By using the Website, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Termination of Access
Underscore reserves the right to terminate your access to the Website at any time in its sole discretion.

Warranty Disclaimer.
THE WEBSITE AND CONTENT ARE PROVIDED BY UNDERSCORE (AND ITS LICENSORS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL UNDERSCORE (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $20 OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity
To the fullest extent allowed by applicable law, you agree to indemnify and hold Underscore, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Website and Content, and (b) your violation of these Terms.

Assignment
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without Underscore’s prior written consent.  We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration
These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof.  For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, the Commonwealth of Massachusetts.

Miscellaneous
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.  You and Underscore agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Underscore and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.  If you have any questions, comments, or concerns regarding these Terms or the Website, please contact us at hello@underscore.vc.

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