Last Reviewed: Feb 2, 2021
Welcome to www.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.
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.
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.
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.
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 www.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.
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.
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.
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.
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.
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.