Last updated on February 15, 2017
NFX LLC ("NFX", "NFX Guild", "we", or "us") provides a website located at https://signal.nfx.com (the "Site" or "Signal") for finding investors, broadcasting investment preferences, and enhancing the quality of your venture capital network (the "Service"). This Master Terms of Use along with the Additional Terms (defined below), as such terms and policies may be updated from time to time (collectively, the "Terms"), governs your use of the Signal Service. By visiting the Site, registering for Services offered on the Site, or by accepting, uploading, submitting or downloading any information or content from or to the Site, you agree that you have read, understood, and agree to be bound by these Terms. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.
You are solely responsible for the use of the Service. By using the service you acknowledge that any information and competitions provided through the Service are for entertainment purposes only. Use of any other downloadable software components provided by NFX is subject to these Terms and any accompanying end user license agreement.
In addition to these Master Terms of Use, the following additional terms apply to your use of the Service. By using the Service, you agree to be bound by these additional terms (including any age restrictions applicable to use of a particular feature of the Service), as applicable, which are incorporated herein by reference (collectively the "Additional Terms"):
Privacy Policy, which describes NFX's policies with respect to the collection, use, and disclosure of personal information from you.
In the event of a conflict between the terms and conditions in this document and the terms in any of the Additional Terms, these Master Terms of Use will control.
3.1 Registration
In order to access some features of the Service, you may have to register for an account. You hereby represent and warrant that the information you provide to NFX upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
3.2 Password and Security
As a registered user, you will have login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you should preserve the confidentiality of your username and password. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify NFX by email at qed@nfx.com. You are solely responsible for your own damages or damages incurred by NFX and others (including other users) due to any unauthorized use of your account.
3.3 One Account Per Person
You may establish only one account per person to participate in the Service offered on the Site. In the event NFX discovers that you have opened more than one account per person, in addition to any other rights that NFX may have, NFX reserves the right to suspend or terminate any or all of your accounts. If we request registration information from you, you must provide us with accurate and complete information and must update the information when it changes.
4.1 Linked Accounts
The Site allows you to link your email account(s) (each, a "Linked Account"). When you add a Linked Account to your Signal account, you give Signal permission to access the email message metadata in your Linked Account ("Linked Account Data"). NOTE: Signal does not ask for permission to access the content of your email messages, and thus does not have access to the content of your email messages.
4.2 Data You Provide
The Site may allow you to provide personal and employment information about you, your contacts and other people in the Signal network, including employer, title and location ("Submitted Data").
4.3 Rights to Your Data
You retain your ownership rights in your Linked Account Data and your Submitted Data (collectively, "Your Data"). You hereby grant NFX a right and license to access, copy and use Your Data and any data derived from Your Data in order to operate the Site, including without limitation maintaining a copy of Your Data and data derived therefrom on NFX's servers. Please see the "Term and Termination" section below regarding how NFX treats Your Data following termination of your account.
5.1 General
NFX may contain or display through the Site various information, and other materials or content from third parties, including User Content ("Third Party Materials"). The display on or through the Site of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by NFX of any third party or any affiliation between any such third party and NFX. Furthermore, in using and accessing the Site, you agree that NFX is in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. NFX’s display of specific Third Party Materials does not suggest a recommendation by NFX of the third party or any products, services, websites or plans offered. Your interaction with any third party accessed through the Site (whether online or offline) is at your own risk, and NFX will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
5.2 Third Party Links and References
The Site may contain references or links to third-party materials and websites not controlled by NFX. NFX provides such information and links as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites. You acknowledge and agree that NFX is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked from the Site.
NFX does not allow use of the Service for any illegal or abusive purposes, in any manner that interferes with or interrupts the proper functioning of the Service, or through the use of any bot, crawler, spider, or other automated process. Without limiting the proceeding sentence, you agree that you will not, do or attempt to:
NFX reserves the right to restrict or terminate your right to use particular features of the Service if NFX determines, in its sole discretion, that your use violates these Terms or any other applicable Additional Terms.
Certain features of the Service enable users to post various types of content to the Service ("User Content", or "User Submission"), including, but not limited to, Search for investor information, images, links, slide decks, comments, posts, and bios. You agree that you, and not NFX, are solely responsible for all User Content that you make available through the Service. Similarly, NFX is not responsible to you for any User Content provided by other users of the Service, or for any of communication made through the Service. When you contribute, upload, or otherwise provide User Content via the Service, you are promising us that:
In addition to removing such prohibited content, NFX may terminate the responsible accounts, and/or report such activities to law enforcement authorities as appropriate.
By submitting User Content to NFX, you hereby grant NFX a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license (without any obligation to exercise) to use, reproduce, and modify your User Content in connection with the development, operation, and support of the Service. NFX does not allow infringing materials on the Service. Accordingly, you represent and warrant that you own or have the right to grant the foregoing license to any User Content you post, the User Content you post will not infringe any third party's intellectual property rights or violate the rights of any third party, and that User Content you post will be accurate and up to date. You further acknowledge and agree that NFX may remove any User Content at any time for any reason, including in connection with a takedown notice received from a third party, and to disable accounts of users determined to be "repeat infringers." You further agree to indemnify and hold NFX and its affiliates harmless from all claims, damages, and liabilities arising from your User Content, your use or misuse of the Service, the Site or any breach by you of these Terms.
We may, but are not obligated to, pre-screen User Submissions or monitor any area of our websites and the Platform through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions and may remove at any time or refuse any User Submissions for any reason.
The Site, and the Service are owned and operated by NFX. The software, content, visual interfaces, interactive features, information, trademarks, logos, graphics, design, compilation, computer code, products, software, services, content, and all other elements of the site and the Service (the "NFX Materials"), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All NFX Materials, including intellectual property rights therein and thereto, are the property of NFX or its subsidiaries or affiliated companies and/or third-party licensors. You may not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the NFX Materials. NFX reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the NFX Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Terms.
These Terms will remain in effect until terminated. These Terms, and your rights and licenses hereunder, will terminate immediately upon your breach of the Terms. You may terminate these Terms by canceling your account with NFX by contacting qed@nfx.com. NFX may terminate the Service and/or these Terms, or limit or terminate your access to the Service at any time for any reason or no reason at all. Sections 2, 6, 7, 9, 10, 11, 12, and 13, shall survive the termination of this Agreement for any reason, along with any provisions of the Additional Policies that expressly by their terms survive. You agree that termination of your account is your sole remedy for any dissatisfaction with the Service.
Within 10 days following the termination of these Terms, NFX will delete all of its copies of Your Data and the relationships and relationship strength data in NFX's aggregated network of contacts that NFX derived from Your Data. Please note, however, NFX aggregates Your Data with other users' data (collectively, "Aggregated Data") to analyze how email addresses are used. You agree that, following termination of these Terms, NFX may retain the following data regarding each email address appearing in the Aggregated Data: (a) that such email address exists (but not whether such email address appeared in Your Data), (b) our understanding of relationships and relationship strength connected to this email address based solely on other users' Data, (c) our understanding of whether such email address belongs to a single person, is shared by more than one person, or is automated, (d) our understanding of whether such email address belongs to the same person as another email address, and (e) our understanding of the most accurate human-readable name associated with such email address.
NFX reserves the right, in its sole discretion, to add, remove, or modify features of the Service at any time for any reason without liability to you. NFX may change, modify, add, or remove portions of these Terms (including the Additional Terms) at any time by making such modified terms available to you on the NFX website. The applicable modified terms will be identified as of the most recent date of revision and will be effective immediately upon posting, except as follows: in the event any such modification materially alters your rights hereunder, we will attempt to notify you directly through a message sent to the email address you have provided to NFX, if any, or a pop-up window or other notification when you access or use the Service, b) such materially modified Terms and or Additional Terms as applicable will be effective upon the earlier of your use of the Service with actual knowledge of the changes or thirty days after the changes are made available to you, and c) no modifications to these Terms will apply to any dispute between you and NFX that arose prior to the date of such modification. Your use of the Service after modifications to these Terms become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of these Terms, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NFX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NONINFRINGEMENT. NFX EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE SERVICE, THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION AVAILABLE THROUGH THE SERVICE.
UNDER NO CIRCUMSTANCES WILL NFX, ITS OFFICERS OR DIRECTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE THE APP AND THE INFORMATION AVAILABLE ON THE APP OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE APP, EVEN IF NFX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST NFX, INC. ARISING OUT OF YOUR USE OF THE SITE AND THE INFORMATION THEREON.
You agree to indemnify, defend and hold NFX and its affiliates, officers, directors, suppliers, and customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of your use or misuse of the Service, your violation of these Terms, any applicable law or regulation, or the rights of any third parties related to the use of the Service.
a. Generally. In the interest of resolving disputes between you and NFX in the most expedient and cost effective manner, you and NFX agree that any and all disputes arising in connection with this Agreement shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and NFX are each waiving the right to a trial by jury or to participate in a class action.
b. Exceptions. Notwithstanding subsection (a), we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
c. Arbitrator. Any arbitration between you and NFX will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting NFX.
d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). NFX's address for Notice is: NFX, Inc., 3685 17th St. #2, San Francisco, CA 94114. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but If we do not reach an agreement to do so within 30 days after the Notice is received, you or NFX may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or NFX shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, NFX shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by NFX in settlement of the dispute prior to the arbitrator's award.
e. Fees. In the event that you commence arbitration in accordance with these Terms, NFX will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Francisco county, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse NFX for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
f. No Class Actions. YOU AND NFX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and NFX agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
g. Modifications. In the event that NFX makes any future change to this arbitration provision (other than a change to the NFX's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to NFX's address for Notice, in which case your account with NFX shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive.
h. Enforceability. If only Subsection (f) of this Section 16 or the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 16 shall govern any action arising out of or related to these Terms.
These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California by California residents, and without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and NFX agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the Northern District of California for the purpose of litigating all such claims or disputes. These Terms (including the various additional terms incorporated herein by reference) constitute the entire agreement between you and NFX, and supersedes any and all prior agreements, negotiations, or other communications between you and NFX, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of these Terms is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from these Terms; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby. You agree to abide by all applicable laws in your use of the Service, including export control laws and similar regulations governing the transfer of software and other technology outside of the United States or other jurisdictions. You may not assign these Terms without the prior written consent of NFX, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. NFX may assign these Terms without restriction. Subject to the foregoing, these Terms shall be binding on the parties and their respective successors and permitted assigns. You acknowledge and understand that if NFX is unable to provide the Service as a result of a force majeure event NFX will not be in breach of these Terms. A force majeure event means any event beyond the control of NFX. The failure to exercise, or delay in exercising, a right, power or remedy provided in these Terms or by law shall not constitute a waiver of that right, power or remedy. NFX's waiver of any obligation or breach of these Terms shall not operate as a waiver of any other obligation or subsequent breach of these Terms.
The Service hereunder is offered by NFX LLC: 400 Florence St, Palo Alto, CA 94301.
You can reach us by emailing qed@nfx.com.
Thanks for reading. We hope you join the Signal network!