SAMPLE ONLY – THIS IS FROM TURNER IMPACT CAPTIAL LLC
Terms Of Use
This Terms of Use Agreement (this “Agreement”) is a legal agreement between you and Turner Impact Capital, LLC (“Turner Impact”, “we”, “us” or “our”) providing, among other things, the terms and conditions for your use of our website accessible at https://www.turnerimpact.com (the “Site”).
We may from time to time, at our sole discretion, modify this Agreement and will post a copy of the amended Agreement on the Site. If you do not agree to, or cannot comply with, the Agreement as amended, you must not use the Site. You will be deemed to have accepted the Agreement as amended if you continue to use the Site after any amendments are posted on the Site. We reserve the right to refuse to provide our products and services to anyone at any time.
This Agreement contains warranty and liability disclaimers. By accessing or using this Site, you accept and agree to the terms and conditions of this Agreement without any reservations, modifications, additions, or deletions. If you do not agree to the Terms of Use contained in this Agreement, you are not authorized to use the Site. You may be denied access to the Site, with or without prior notice to you, if you do not comply with any provision of this Agreement.
1. Authorized users
1.1 Grant of license. Turner Impact grants to you a limited, non-exclusive, non-transferable license (revocable at any time and for any reason at the sole discretion of Turner Impact) to access and use the Site solely for your own personal, non-commercial informational purposes in accordance with the terms and conditions set forth in this Agreement. Turner Impact reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. Any use of the Site not specifically permitted under this Agreement is strictly prohibited.
1.2 Restrictions. You agree that you will not: (i) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell in any way any information, documents, graphics, software or other content or materials (“Materials”) obtained from this Site; or (ii) use our Site in any way that violates the terms of this Agreement or applicable law. The Site is owned by Turner Impact and is protected by U.S. copyright laws and international treaty provisions. The use of the Materials on any other website or networked computer environment is prohibited. We do not undertake to advise you of changes in any of the Materials, and you should note the date of publication of each component of the Materials. You recognize that unauthorized use of website content may subject you to civil or criminal liability. You will not sublicense, assign, or transfer the license or any other rights granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is null and void and will expose you to a claim for damages.
2. No Offer of Securities; Disclaimers
Nothing provided through the Site or in this Agreement shall be construed as an offer to sell securities, a recommendation regarding any securities, or a solicitation of an offer to buy securities in any Turner Impact fund. No Material presented herein shall be construed as an offer by Turner Impact to act as an investment advisor or an investment manager for any person. All such offers may be made only to privately solicited investors who have been pre-qualified as to both investment suitability and net worth, including qualifying as accredited investors within the meaning of the Securities Act of 1933, as amended, after delivery of required disclosure documents and offering memoranda, and only in such jurisdictions in which such an offer would be lawful.
All Material provided on this Site is for informational purposes only. You acknowledge that none of the Materials made available on or through this Site constitutes business, financial, investment, hedging, trading, legal, regulatory, tax, accounting or other advice.
Any estimates, projections or predictions on this Site are intended to be forward-looking statements. Although Turner Impact believes that the expectations in such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such estimates are subject to actual known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. Turner Impact expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in its expectations or any change in circumstances upon which such statement is based.
No statements contained on this Site should be construed as a guarantee or assurance of future performance or future results. Turner Impact’s past performance is not indicative of future results. There are various risks you assume when reviewing the Materials on this Site. Dated Materials speaks only as of the date indicated. We may modify the Materials on this Site at any time and without notice to you.
We make reasonable efforts to provide accurate Materials, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. In addition, we do not endorse the opinions of, or warrant the accuracy of facts or other Materials contributed by, any third party.
You agree that we are not liable for any action you take or decision you make in reliance on any Material on this Site.
3. Copyrights and other intellectual property
As between you and Turner Impact, you acknowledge that Turner Impact owns or has a license to all title and copyrights in and to the Materials provided on this Site. All title and intellectual property rights in and to any licensed Materials provided on this Site is the property of the respective owners and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. You do not acquire any ownership or other rights to any content, documents or other Materials accessed or viewed through this Site. The posting of Materials on this Site does not constitute a waiver of any right in such Materials. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without the written permission of Turner Impact. Your use of the trademarks displayed on this Site, or any other Material on this Site, except as expressly permitted herein, is strictly prohibited. Images displayed on this Site are either the property of, or used with permission by, Turner Impact. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by Turner Impact. Any unauthorized use of images or other content on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
4. Third-party trademarks
The Site may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to any of the foregoing.
5. Privacy policy
Unless otherwise addressed in this Agreement, your use of this Site is subject to the Turner Impact Privacy Policy, which is incorporated by reference and made a part of this Agreement. It is important that you read and understand the terms of Turner Impact Privacy Policy.
6. Submissions or other information
If you submit to us or post on or through the Site any comment, review, suggestion, testimonial, idea or any work of authorship (collectively a “submission”) including, without limitation, submissions about any of our products or services, such submission will not be confidential or secret, and may be used by us in any manner. Please do not submit or send any submission to us that you consider confidential or proprietary information. No submission sent to us will be considered or treated as confidential information. We do not pre-screen submissions and we will have no obligation to read any particular submission submitted or sent to us. By submitting or sending a submission to us, you: (i) represent and warrant that the submission is original to you, that no other party has any rights thereto, and that any “moral rights” in such submission have been waived, and (ii) grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-terminable, non-exclusive and fully transferable, assignable and sublicensable right and license to develop, use, reproduce, publish, distribute, display, translate, summarize, modify, adapt and otherwise exploit such submission (in whole or part) for any purpose, including to incorporate it in other works in any form, media, or technology now known or later developed, in our sole discretion, with or without your name.
7. Term
This Agreement will remain effective until terminated by us.
8. Limitation of liability
THIS SITE, AND ALL MATERIALS, INFORMATION AND OTHER CONTENT, AS WELL AS ANY PRODUCTS AND SERVICES PROVIDED ON THIS SITE, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. TURNER IMPACT DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR ITS CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF ANY OF YOUR MATERIALS, SOFTWARE OR EQUIPMENT THAT MAY BE ADVERSELY AFFECTED THROUGH YOUR USE OF THIS SITE. UNDER NO CIRCUMSTANCES ARE WE OR OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICER, DIRECTORS, EMPLOYEES OR AGENTS RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) TO YOU OR ANY OTHER PARTY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITIES OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN OR PREVENTED. IN NO EVENT WILL OUR LIABILITY TO YOU UNDER THIS AGREEMENT AND IN CONNECTION WITH THIS SITE EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100). NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TURNER IMPACT OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.
9. Indemnity
You will indemnify and hold Turner Impact, its directors, officers, employees, affiliates, agents, contractors, licensors and service providers harmless with respect to any suits or claims arising out of (i) your breach of this Agreement, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; or (ii) your use or misuse of the Site (or any portion thereof). Furthermore, Turner Impact shall have the right to injunctive relief to enforce its rights hereunder, for which you waive the requirement, if any, to post any bond, or similar requirement.
10. General
10.1 You agree that you will comply with all applicable domestic and international laws or any similar requirement applicable to you, including, without limitation, privacy laws.
10.2 Turner Impact or its business partners may present advertisements or promotional materials on or through the Site. Your dealings with, or participation in promotions of, any third-party advertisers on or through the Site are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that Turner Impact, its affiliates and its subsidiaries are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party materials on the Site.
10.3 If you know of, or suspect, copyright infringement, please send a notice to Turner Impact Capital LLC; c/o Bari Cooper Sherman; 3000 Olympic Blvd., Building 5, Suite 2120, Santa Monica, CA 90404. The notice must contain all of the information set forth in section 512(c)(3)(a) of the U.S. copyright act, 17 U.S.C. § 101 et seq.
10.4 This Agreement will be governed by the laws of the State of California, notwithstanding any conflict of laws provisions thereof. The exclusive jurisdiction for any claim, action or dispute with Turner Impact or relating in any way to your use of the Site will be in the state and federal courts of the state of California and the venue for the adjudication or disposition of any such claim, action or dispute will be in Los Angeles Country.
10.5 Information and Press Releases. This Site may contain information and press releases about Turner Impact. We disclaim any duty or obligation to update this information or these press releases. Additionally, any information contained in this information and these press releases that pertains to companies other than ours should not be relied upon as being provided or endorsed by Turner Impact.
10.6 General contact information. For questions regarding this Site or your use of this Site, please email us at bsherman@turnerimpact.com.
You acknowledge that you have read this Agreement, understand it and will be bound by its terms and conditions. You further acknowledge that this Agreement represents the complete and exclusive statement of the agreement between us relating to the subject matter of this Agreement and that it supersedes any proposal or prior agreement oral or written, and any other communications between us relating to the subject matter of this Agreement.
Effective Date: February 7, 2014