GOODWATER CAPITAL TERMS OF USE

Last Modified: July 24, 2017

Welcome to goodwatercap.com, a website of Goodwater Capital, LLC (“Goodwater,” “we,” “our,” or “us”). This page includes the terms by which you may access and use our website (the “Site”), including the Goodwater Content (defined below) made available on the Site or sent to you by email when you sign up directly with us to receive our materials.

By accessing or using our Site or by accessing or signing up to receive the Goodwater Content, you signify that you have read, understood, and agree to be bound by these Terms of Use, together with all agreements expressly incorporated by reference (“Agreement”) and to the collection and use of your information as set forth in our Privacy Policy, available at [http://www.goodwatercap.com/legal#privacy]. Please carefully review our Privacy Policy to learn how we collect and use your information before accessing or using our Site or the Goodwater Content or providing your information to us. This Agreement applies to all visitors, users, and others who access or use the Site or the Goodwater Content or provide information directly to us to receive the Goodwater Content (“Users”).

Please read this Agreement carefully to ensure that you understand each provision. To the extent permitted by applicable law, this agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. Use of Our Site and Content

  1. You may use the Site and the Goodwater Content only if: (i) you are in compliance with this Agreement and all applicable laws, rules and regulations; (ii) you are at least eighteen (18) years of age; and (iii) you have not been previously removed from the Site.
  2. Access to the Site. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Site and the Goodwater Content solely for your personal, noncommercial use. Goodwater reserves all rights not expressly granted herein in the Site and the Goodwater Content. Goodwater may terminate this license at any time for any or no reason. Even after your license to access and use the Site and the Goodwater Content is terminated, this Agreement, including all of your obligations under this Agreement prior to such termination, will remain in full force and effect and will govern any and all disputes arising out of your access and use of the Site and the Goodwater Content.

2. Our Proprietary Rights

The Site and all materials therein, including, without limitation, products, reports, analyses, insights, data, information, images, text, graphics, illustrations, logos, photographs, audio, videos, music, and other content (the “Goodwater Content”), and all trademarks, service marks, copyrights, and other intellectual property rights and proprietary rights related thereto, are and will remain the exclusive property of Goodwater and its licensors.

3. No Investment Advice/Accuracy of Content

Goodwater provides financial and industry information and analysis regarding venture capital companies as part of the Goodwater Content on or through the Site and by email to those who have signed up to receive materials from us. Such information is for general informational purposes only and should not be construed as investment advice or other professional advice. Although this Site may be deemed to be an advertisement for our investment advisory services under the Investment Advisers Act of 1940 or state securities laws, Goodwater provides investment advice solely to privately offered venture capital funds pursuant to a written investment management agreement with each fund. Goodwater does not provide investment advice through this Site or by email, and does not provide investment advice through the Goodwater Content.  Any use of the Site or the Goodwater Content and any reliance upon or decisions made using the information contained in the Site or the Goodwater Content, including any trading or investment decisions or strategies, are made strictly at your own risk. If investment or other professional advice is required, the services of a competent, licensed professional should be sought.  No employee, consultant, agent or representative of Goodwater is authorized to provide any such advice of any nature, and any such advice, if given, is in violation of Goodwater’s policies, is unauthorized and may not be relied upon or used as the basis for making investment or other decisions. Also, we do not represent, warrant, or guarantee that any contributor to the Goodwater Content has achieved any particular level of expertise or knowledge or has any specific qualifications or credentials, including, without limitation, as to the subject matter to which their contributions relate. None of the information constitutes a solicitation, offer, opinion, or recommendation by Goodwater to buy or sell any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or other investment. At the time of issuance of the Goodwater Content, Goodwater did not and will not hold any interest in any issuer discussed in the Goodwater Content.

4. Prohibited Activities

Use of the Site and the Goodwater Content for any purpose not expressly permitted by this Agreement is strictly prohibited. You agree not to engage in any of the following prohibited activities: (i) accessing or using the Site or the Goodwater Content in a way that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law or may create liability for Goodwater to lose (in whole or in part) the services of our ISPs or other suppliers; (ii) renting, leasing, sublicensing, selling, transferring, assigning, redistributing, hosting, or otherwise commercially exploiting the Site or the Goodwater Content or any part thereof; (iii) except as expressly stated in this Agreement, copying, reproducing, distributing, disclosing, republishing, downloading, posting, displaying or transmitting any part of the Site or the Goodwater Content in any medium, including without limitation by “scraping”; (iv) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to Goodwater servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that Goodwater grants the operators of public search engines revocable permission to use spiders to copy publically available materials from goodwatercap.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (vi) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vii) interfering with the proper working of the Site; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) modifying, making derivative works of, disassembling, reverse compiling, attempting to find the source code of, or reverse engineering any part of, the Site or the Goodwater Content; (x) accessing any content on the Site through any technology or means other than those provided or authorized by the Site.

5. Third-Party Links and Information

The Site and communications from Goodwater may contain links to third-party materials that are not owned or controlled by Goodwater. Goodwater does not endorse or assume any responsibility for any such third-party materials, including, without limitation, third-party sites, information, products, or services. You expressly waive and release Goodwater from any and all liability arising from your use of any third-party website, service, or content.

6. Modification and Termination of the Site

Goodwater reserves the right at any time to modify or discontinue, temporarily or permanently, the Site (or any part of it, including, without limitation, your access to the Goodwater Content) or its distribution of the Goodwater Content to you, with or without notice. You agree that Goodwater shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or provision of the Goodwater Content. Goodwater may also make improvements and/or changes in its products, services and/or content at any time without notice. However, Goodwater disclaims any responsibility to update, improve or change the Site or the Goodwater Content.

7. Indemnity

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless Goodwater and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, service providers, consultants, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your access to and use of the Site and the Goodwater Content; (ii) your violation of any term of this Agreement; (iii) your infringement, misappropriation or other violation of any third-party rights, including without limitation, any right of privacy or publicity, intellectual property rights or other proprietary rights; (iv) your violation of any applicable law, rule or regulation; or (v) your gross negligence or willful misconduct.

8. No Warranty

The Site and the Goodwater Content is provided on an “as is,” “where is” and “as available” basis. To the maximum extent permitted by applicable law, the Site and the Goodwater Content are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice, information or materials, whether oral or written, sent to you directly from Goodwater or obtained by you through the Site or any Goodwater communication, will create any warranty not expressly stated herein. Without limiting the foregoing, Goodwater and its licensors do not warrant that the Goodwater content is accurate, reliable, complete, current or correct; that the Site will meet your requirements; that any defects or errors will be corrected; or that the Site is free of viruses, malware or other harmful components.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Goodwater, its affiliates, agents, directors, employees, suppliers, service providers, consultants or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this Site or the Goodwater Content.

To the maximum extent permitted by applicable law, Goodwater assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of the Site or Goodwater content; (ii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (III) any interruption or cessation of transmission to or from the Site; (Iv) any bugs, viruses, malware, trojan horses, or the like that may be transmitted to or through our site by any third party; and/or (v) any errors or omissions in any Goodwater Content or for any loss or damage incurred as a result of the use of any Goodwater Content posted, emailed, transmitted, or otherwise made available through the Site. In no event shall Goodwater, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs exceeding, in an aggregate amount for all claims, the lesser of (a) your actual direct damages or (b) $500.00 U.S. Dollars.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Goodwater has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

10. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

  1. Governing Law. This Agreement and any and all actions related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States, without regard to the conflicts of laws provisions thereof.
  2. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Goodwater. For any dispute with Goodwater, you agree to first contact us at info@goodwatercap.com and attempt to resolve the dispute with us informally. In the unlikely event that Goodwater has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Mateo County, California, unless you and Goodwater agree otherwise. If you are an individual using the Site for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Goodwater from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
  3. Class Action/Jury Trial Waiver. To the extent permitted by applicable law, with respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Goodwater are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

11. General

  1. Notification Procedures and Changes to the Agreement. Goodwater may provide notifications to you via email notice or through posting of such notice on our Site. Goodwater may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. Your continued use of the Site and/or the Goodwater Content after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Site or the Goodwater Content.
  2. Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
  3. California Residents. The provider of the Site and the Goodwater Content is: Goodwater Capital, 240 Lorton Ave, 3FL, Burlingame, CA 94010, info@goodwatercap.com. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.