GSVlabs Terms of Use

Effective Date: December 4, 2018

Last Updated: June 4, 2019

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF NESTGSV, INC., ITS AFFILIATES, SUBSIDIARIES, OR AGENTS (“GSVLABS”) WITH LINKS TO THIS AGREEMENT (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE BY GSVLABS OR USERS OF THE WEBSITE, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GSVLABS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE.  THE TERM “YOU”REFERS TO THE INDIVIDUAL IDENTIFIED AS THE FOUNDER OR MENTOR WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

IF YOU SUBSCRIBE TO CERTAIN SERVICES FOR A SPECIFIC PERIOD OF TIME, THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AT GSVLAB’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL / DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 4 BELOW.

PLEASE BE AWARE THAT SECTION 20 OF THESE TERMS OF USE, BELOW, CONTAIN PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. 

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS OF USE.

The “Services” consist of the following, without limitation: GSVlabs provides a cloud-based platform for entrepreneurs, including founders of early-stage startup and emerging companies (“Founders”) to seek out and request consultation appointments (each appointment, an “Appointment”) with mentors who are willing to provide advice and resources to Founders relating to businesses at the early stages of the growth cycle (“Mentors”). The term “Users” refers to both Founders and Mentors. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by GSVlabs in its sole discretion at any time.  When changes are made, GSVlabs will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered to use the Services, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new Users of the Website or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have a registered account on the Website  upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 3.1 below).  GSVlabs may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. 1.              Important Disclaimer. GSVlabs’s sole role IN PROVIDING THE SERVICES is to PROVIDE A VENUE WHERE MENTORS AND FOUNDERS MAY facilitate organization of Appointments. ALL INFORMATION CONTAINED ON THE WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY. GSVlabs does not endorse, and is not responsible for the accuracy or reliability of, any opinion, advice or statement made on the site by any Mentor. GSVLABS is not obligated to SCREEN MENTORS TO DETERMINE WHETHER THEY ARE QUALIFIED TO PROVIDE THE APPOINTMENTS THEY PROVIDE USING the SERVICES, NOR IS GSVLABS required to INQUIRE INTO THE BACKGROUNDS, or VERIFY the statements, OF ITS MENTORS. NEITHER GSVlabs, NOR THE Mentors, PROVIDE ANY LEGAL, MEDICAL, FINANCIAL OR REAL ESTATE ADVICE. FOR SPECIFIC ADVICE ON LEGAL, MEDICAL, FINANCIAL OR REAL ESTATE MATTERS, YOU SHOULD ALWAYS SEEK THE ADVICE OF A PROFESSIONAL WHO IS LICENSED AND KNOWLEDGEABLE IN THAT AREA, SUCH AS AN ATTORNEY, DOCTOR, ACCOUNTANT OR REAL ESTATE AGENT OR BROKER.  GSVLABS IS NOT A LAW FIRM, MEDICAL INSTITUTION, FINANCIAL INSTITUTION, OR REAL ESTATE COMPANY AND IS NOT SPONSORED BY ANY LAW FIRM, MEDICAL INSTITUTION, FINANCIAL INSTITUTION, OR REAL ESTATE COMPANY. The foregoing disclaimer and limitations on liability shall not limit the more general disclaimers and limitations on liability in Sections 14 and 15. Without limiting the foregoing and for the avoidance of doubt, any opinions, advice, information, data, text, audiovisual materials, photographs, tags and other materials made accessible through the GSVlabs Properties (as defined below), including any information, data, text, audiovisual materials, photographs, tags and other materials made available in Appointments (“Content”) expressed or made available by Mentors are those of the respective Mentor.
  2. 2.              Use of the Services and GSVlabs Properties.  The Website, the Services, and the Content (collectively, the “GSVlabs Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, GSVlabs grants you a limited right to access and use the Services for your own personal or internal business purposes and a limited license to reproduce certain Content set forth on the GSVlabs Properties solely for your personal or internal business purposes. Unless otherwise specified by GSVlabs in a separate license, your right to use any GSVlabs Properties is subject to the Terms.

2.1            Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the GSVlabs Properties or any portion of the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other GSVlabs Properties (including images, text, page layout or form) of GSVlabs; (c) you shall not use any metatags or other “hidden text” using the GSVlabs name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the GSVlabs Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website 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) or to record all or any portion of any Appointments; (f) access the GSVlabs Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the GSVlabs Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the GSVlabs Properties. Any future release, update or other addition to the GSVlabs Properties shall be subject to the Terms.  GSVlabs, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of the GSVlabs Properties terminates the licenses granted by GSVlabs pursuant to the Terms.

2.2            Third-Party Materials.   As a part of the GSVlabs Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for GSVlabs to monitor such materials and that you access these materials at your own risk.

  1. 3.              Registration.

3.1            Registering your Account.  In order to access certain features of the GSVlabs Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”).

3.2            Registration Data.  In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the GSVlabs Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account.  You may not share your Account or password with anyone, and you agree to (1) notify GSVlabs immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or GSVlabs has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GSVlabs has the right to suspend or terminate your Account and refuse any and all current or future use of the GSVlabs Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account at any given time.  GSVlabs reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights.  You agree not to create an Account or use the GSVlabs Properties if you have been previously removed by GSVlabs, or if you have been previously banned from any of the GSVlabs Properties.

3.3            Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to the GSVlabs Properties, including but not limited to, a mobile device that is suitable to connect with and use the GSVlabs Properties, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the GSVlabs Properties.

  1. 4.              Founder Services.  The following terms apply only to Founder Users.

4.1            Scheduling. When selecting and confirming an Appointment on the Services, you are agreeing to pay the applicable fee associated with that particular Appointment, if any (“Fee”).

4.2            Cancelling Sessions. You may cancel a confirmed order up to twenty-four hours prior to the scheduled start time of the applicable without incurring any Fee charges to your Account. In the event that you cancel within twenty-four hours of the scheduled start time, your Account will be charged the full amount of the applicable Fee.

4.3            No Recording Appointments. You agree that you will not attempt to record, download, or retransmit all or any portion any Appointments.

4.4            Payment.  You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.  You must provide GSVlabs’s third party payment processor with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities.  By providing GSVlabs’s third party payment processor with your credit card number and associated payment information, you agree that GSVlabs is authorized to immediately invoice your Account for all fees and charges due and payable to GSVlabs hereunder and that no additional notice or consent is required.  You agree to immediately notify GSVlabs of any change in your billing address or the credit card used for payment hereunder. GSVlabs reserves the right at any time to change its prices and billing methods, either immediately upon posting on the GSVlabs Properties or by e-mail delivery to you.

4.5            Service Subscription Fees.  You will be responsible for payment of the applicable fee for any subscription Services that you order (each, a “Service Subscription Fee”) at the time you create your Account and select your subscription package (each, a “Service Commencement Date”).  Except as set forth in the Terms, all Service Subscription Fees are non-refundable.  No contract will exist between you and GSVlabs for the Services until GSVlabs accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

4.6            Automatic Renewal.  Your subscription will continue indefinitely until terminated in accordance with the Terms.  After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at GSVlabs’s then-current price for such subscription.  You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days  prior to the Renewal Commencement Date (or in the event that you receive a notice from GSVlabs that your subscription will be automatically renewed, you will have thirty days from the date of the GSVlabs notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page.  If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact GSVlabs at community@gsvlabs.com.  If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.  By subscribing, you authorize GSVlabs to charge your Payment Provider now, and again at the beginning of any subsequent subscription period.  Upon renewal of your subscription, if GSVlabs does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that GSVlabs may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment,  your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

4.7            Credits and Other Promotions.  We may, at our discretion, from time to time, provide you with credits in your Account that you may apply towards an Appointment with a Mentor, or make available another promotion that provides Registered Users access to the Services. Such credits or promotion must be used within the specified time of the trial period or promotion.  At the end of the trial period or promotional period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable Fee(s) or Service Subscription Fee(s), as applicable.  If you are inadvertently charged for a subscription, please contact GSVlabs at community@gsvlabs.com to have the charges reversed.

4.8            Taxes.  GSVlabs’s fees are net of any applicable Sales Tax.  If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to GSVlabs, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify GSVlabs for any liability or expense we may incur in connection with such Sales Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that GSVlabs is permitted to pass to its customers that is) the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4.9            Withholding Taxes.  You agree to make all payments of fees to GSVlabs free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to GSVlabs will be your sole responsibility, and you will provide GSVlabs with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

4.10         Disputes.  You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived.  Billing disputes should be notified to the following address: community@gsvlabs.com

4.11          Third Party credits and discounts. You agree to not resell or redistribute any discounts or promotional credits received. GSVlabs reserves the right to revoke or block any GSVlabs member from receiving or continuing to receive credits or discounts associated with GSVlabs upon account termination or breach of GSVlabs Terms and Conditions.

  1. 5.              Mentor Services.  The following terms apply only to Mentor Users.

5.1            Mentor Accounts. Users of the Service who possess a valid Account may become Mentors by following the directions on the Website, at which time GSVlabs may require you to provide additional Registration Data. GSVlabs will create a profile for you, based on such Registration Data. GSVlabs is providing the Service as a venue for connecting you with Founders. YOU ACKNOWLEDGE THAT THERE IS NO EMPLOYMENT, CONTRACTOR, OR JOINT-VENTURE RELATIONSHIP BETWEEN YOU AND GSVLABS. BY CREATING A MENTOR ACCOUNT, YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPOINTMENTS YOU PROVIDE.

5.2            Offering Appointments. Following the creation of your Mentor Account, you will be able to use the Services to offer Appointments in the fields listed on your profile. Any changes or modifications to the Appointment must be resolved with the Founder.

5.3            Mentor Account Restrictions. You, as an Mentor, represent and warrant that you will use the Services solely to provide Founders with Appointments in the fields stated on your Account profile. Specifically, you hereby represent, warrant, and covenant that you have the requisite knowledge and experience to provide instruction in such fields and that you will personally perform all Appointments. You will use any information obtained from the Services solely in connection with the Services, and will not use such information in order to (a) arrange a with Founders outside the context of the Service, (b) harass, abuse, or harm another person, or (c) to contact, advertise to, solicit, or sell any products or services to any User without that User’s prior explicit written consent. You will not attempt to impersonate another User or person, including, without limitation, any employee of GSVlabs or another Mentor. At all times, you will use the Services in a manner consistent with this Agreement and any and all applicable laws and regulations. Without limiting the foregoing and for the avoidance of doubt, Mentors are specifically prohibited from uploading, posting, emailing, transmitting or otherwise making available any information concerning any entity or individual that is confidential, proprietary or trade secret in nature.

  1. 6.              Responsibility for Content.

6.1            Types of Content.  You acknowledge that all Content, including Content included in any Appointment GSVlabs, is the sole responsibility of the party from whom such Content originated.  This means that you, and not GSVlabs, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the GSVlabs Properties (“Your Content”), and other Users of the GSVlabs Properties, and not GSVlabs, are similarly responsible for all Content they Make Available through the GSVlabs Properties, including, but not limited to, any Appointments (“User Content”).

6.2            No Obligation to Pre-Screen Content.  You acknowledge that GSVlabs has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although GSVlabs reserves the right in its sole discretion to pre-screen, refuse or remove any Content (including any reviews or ratings provided by Founders about Mentors).  By entering into the Terms, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat communications conducted over Slack.  In the event that GSVlabs pre-screens, refuses or removes any Content, you acknowledge that GSVlabs will do so for GSVlabs’s benefit, not yours.  Without limiting the foregoing, GSVlabs shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

6.3            Storage.  Unless expressly agreed to by GSVlabs in writing elsewhere, GSVlabs has no obligation to store any of Your Content that you Make Available on the GSVlabs Properties.  GSVlabs has no responsibility or liability for the deletion of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the GSVlabs Properties.  Certain Services may enable you to specify the level at which such Services restrict access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose, the system may default to its most permissive setting.  You agree that GSVlabs retains the right to create reasonable limits on GSVlabs’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by GSVlabs in its sole discretion.

  1. 7.              Ownership.

7.1            GSVlabs Properties.  Except with respect to Your Content and User Content, you agree that GSVlabs and its suppliers own all rights, title and interest in the GSVlabs Properties (including but not limited to, titles, computer code, themes, objects, concepts, artwork, animations, videos, sounds, musical compositions, audiovisual effects, methods of operation, moral rights).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the GSVlabs Properties.

7.2            Trademarks. GSVlabs’s stylized name and other related graphics, logos, service marks and trade names used on or  in connection with the GSVlabs Properties are the trademarks of GSVlabs and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the GSVlabs Properties are the property of their respective owners.

7.3            Other Content.  Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the GSVlabs Properties.

7.4            Your Content.  GSVlabs does not claim ownership of Your Content.  However, when you as a User post or publish or otherwise transmit Your Content on or in the GSVlabs Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 

7.5            License to Your Content.  Subject to any applicable account settings that you select, you grant GSVlabs a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, record, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the GSVlabs Properties to you and to our other Users in accordance with the Terms.  Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the GSVlabs Properties.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not GSVlabs, are responsible for all of Your Content that you Make Available on or in the GSVlabs Properties.

7.6            Username.  Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the GSVlabs Properties, you hereby expressly permit GSVlabs to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

7.7            Your Account.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of GSVlabs.

7.8            Your Profile.  Any Content posted by you on or in the GSVlabs Properties (including, but not limited to, on your profile) may not contain nudity, violence, sexually explicit, or offensive subject matter.  You may not post a photograph of another person without that person’s permission.

  1. 8.              Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to GSVlabs through its suggestion, feedback or similar pages (“Feedback”) is at your own risk and that GSVlabs has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to GSVlabs a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the GSVlabs Properties.
  2. 9.              User Conduct.  As a condition of use, you agree not to use the GSVlabs Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the GSVlabs Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without GSVlabs’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of GSVlabs; (vi) interferes with or attempts to interfere with the proper functioning of the GSVlabs Properties or uses the GSVlabs Properties in any way not expressly permitted by the Terms; (vii) introduce software or automated agents to the Services so as to produce multiple Accounts or generate automated messages; or (viii) to attempt or engage in, any potentially harmful acts that are directed against the GSVlabs Properties, including but not limited to violating or attempting to violate any security features of the GSVlabs Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the GSVlabs Properties, introducing viruses, worms, or similar harmful code into the GSVlabs Properties, or interfering or attempting to interfere with use of the GSVlabs Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the GSVlabs Properties.
  3. 10.            Investigations.  GSVlabs may, but is not obligated to, monitor or review the GSVlabs Properties and Content at any time.  Without limiting the foregoing, GSVlabs shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.  Although GSVlabs does not generally monitor user activity occurring in connection with the GSVlabs Properties, if GSVlabs becomes aware of any possible violations by you of any provision of the Terms, GSVlabs reserves the right to investigate such violations, and GSVlabs may, at its sole discretion, immediately terminate your license to use the GSVlabs Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
  4. 11.            Interactions with Other Users.

11.1         User Responsibility.  You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that GSVlabs reserves the right, but has no obligation, to intercede in such disputes. You agree that GSVlabs will not be responsible for any liabilities incurred by you as the result of such interaction and GSVlabs will not work to resolve any disputes between Founders and Mentors. In exchange for the privilege of accessing the Services, you FURTHER agree to release GSVlabs from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have with one or more Mentors.

11.2         Content Provided by Other Users.  The GSVlabs Properties may contain User Content provided by other Users.  GSVlabs is not responsible for and does not control User Content (including, but not limited to, any Appointments).  GSVlabs has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content.  You use all User Content and interact with other Users at your own risk.

  1. 12.            Third-Party Services.  The GSVlabs Properties may contain links to or otherwise integrate with third-party websites and services, including those that help facilitate the resources we make available, such as managing Appointments (“Third-Party Services”).  When you click on a link to a Third-Party Service, we will not warn you that you have left the GSVlabs Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of GSVlabs.  GSVlabs is not responsible for any Third-Party Services.  GSVlabs provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services.  You access and use all Third-Party Services at your own risk. When you leave our Website, our Terms and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
  2. 13.            Indemnification. You agree to indemnify and hold GSVlabs, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “GSVlabs Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the GSVlabs Properties, including, for Mentors, to provide Appointments to a Founder; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations.  GSVlabs reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with GSVlabs in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the GSVlabs Properties.
  3. 14.            Disclaimer of Warranties.

14.1         As Is.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE GSVLABS PROPERTIES IS AT YOUR SOLE RISK, AND THE GSVLABS PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  THE GSVLABS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(a)            THE GSVLABS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE GSVLABS PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE GSVLABS PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE GSVLABS PROPERTIES, INCLUDING ANY INFORMATION PROVIDED IN AN APPOINTMENT, WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE GSVLABS PROPERTIES WILL BE CORRECTED.

(b)            ANY CONTENT ACCESSED THROUGH THE GSVLABS PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE GSVLABS PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c)             THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  GSVLABS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d)            NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GSVLABS, MENTORS, OR THROUGH THE GSVLABS PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e)             From time to time, GSVLABS may offer new “beta” features or tools with which its users may experiment.  Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at GSVLABS’s sole discretion.  The provisions of this section apply with full force to such features or tools.

14.2         No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT THE GSVLABS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE GSVLABS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

14.3         No Liability for Conduct of Other Users.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE GSVLABS PROPERTIES. YOU UNDERSTAND THAT GSVLABS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE GSVLABS PROPERTIES.

  1. 15.            Limitation of Liability.

15.1         Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL GSVLABS PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE GSVLABS PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT GSVLABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, INCLUDING ANY MENTORS, OF THE GSVLABS PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE GSVLABS PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE GSVLABS PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY, INCLUDING ANY MENTORS, ON GSVLABS PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE GSVLABS PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

15.2         Cap on Liability.  UNDER NO CIRCUMSTANCES WILL THE GSVLABS PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY GSVLABS AS A RESULT OF YOUR USE OF THE GSVLABS PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT CLAIM OR, IF YOU HAVE NOT SUBSCRIBED TO THE SERVICES, THE AMOUNT RECEIVED BY GSVLABS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO YOUR CLAIM.  IF YOU HAVE NOT PAID GSVLABS ANY AMOUNTS, GSVLABS’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED FIFTY DOLLARS ($50).

15.3         User Content.  THE GSVLABS PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

15.4         Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GSVLABS AND YOU.

  1. 16.            Procedure for Making Claims of Copyright Infringement.  It is GSVlabs’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to GSVlabs by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the GSVlabs Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the GSVlabs Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for GSVlabs’s Copyright Agent for notice of claims of copyright infringement is as follows:

Slater McLean

GSVlabs

2955 Campus Dr #110

San Mateo,  CA  94403

Email: slater@gsvlabs.com

 

  1. 17.            Term and Termination.

17.1         Term.  The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the GSVlabs Properties, unless terminated earlier in accordance with the Terms.

17.2         Prior Use.  Notwithstanding the foregoing, if you used the GSVlabs Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the GSVlabs Properties (whichever is earlier) and will remain in full force and effect while you use the GSVlabs Properties, unless earlier terminated in accordance with the Terms.

17.3         Termination of Services by You.  If you want to terminate the Services provided by GSVlabs, you may do so by (a) notifying GSVlabs at any time and (b) closing your Account for all of the Services that you use by following the directions on the Website. Your notice should be sent, in writing, to GSVlabs's address set forth below. 

17.4         Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination  of  all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately.  You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  GSVlabs will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

  1. 18.            Remedies.

18.1         Violations.  If GSVlabs becomes aware of any possible violations by you of the Terms, GSVlabs reserves the right to investigate such violations.  If, as a result of the investigation, GSVlabs believes that criminal activity has occurred, GSVlabs reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  GSVlabs is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the GSVlabs Properties, including Your Content, in GSVlabs’s possession in connection with your use of the GSVlabs Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of GSVlabs, its Users or the public, and all enforcement or other government officials, as GSVlabs in its sole discretion believes to be necessary or appropriate.

18.2         Breach.  In the event that GSVlabs determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the GSVlabs Properties, GSVlabs reserves the right to:

(a)            Warn you via e-mail (to any e-mail address you have provided to GSVlabs) that you have violated the Terms;

(b)            Delete any of Your Content provided by you or your agent(s) to the GSVlabs Properties;

(c)             Discontinue your registration(s) with any of the GSVlabs Properties, including the Services or any GSVlabs community;

(d)            Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

(e)             Pursue any other action which GSVlabs deems to be appropriate.

  1. 19.            International Users.  This Website can be accessed from countries around the world and may contain references to GSVlabs Properties and Content that are not available in your country.  These references do not imply that GSVlabs intends to announce such GSVlabs Properties or Content in your country.  The GSVlabs Properties are controlled and offered by GSVlabs from its facilities in the United States of America.  GSVlabs makes no representations that the GSVlabs Properties are appropriate or available for use in other locations.  Those who access or use the GSVlabs Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
  2. 20.            Dispute Resolution.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with GSVlabs and limits the manner in which you can seek relief from us. 

20.1         Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with GSVlabs, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or GSVlabs may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms or any prior version of these Terms.  

IF YOU AGREE TO ARBITRATION WITH GSVLABS, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST GSVLABS ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF.  INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE GSVLABS IN AN INDIVIDUAL ARBITRATION PROCEEDING.  IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.  YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

20.2         Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here].  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.   Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, GSVlabs will pay them for you.  In addition, GSVlabs will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  Likewise, GSVlabs will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

20.3         Authority of Arbitrator.  The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and GSVlabs.   The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us. 

20.4         Waiver of Jury Trial.  YOU AND GSVLABS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and GSVlabs are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.   However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

20.5         Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 21.6.

20.6         30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: NestGSV, Inc., 2955 Campus Drive, #110, San Mateo, California 94403 or email address: community@gsvlabs.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your GSVlabs username (if any), the email address you used to set up your GSVlabs account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

20.7         Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

20.8         Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with GSVlabs.

20.9         Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if GSVlabs makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to GSVlabs.

  1. 21.            General Provisions.

21.1         Electronic Communications.  The communications between you and GSVlabs use electronic means, whether you visit the GSVlabs Properties or send GSVlabs e-mails, or whether GSVlabs posts notices on the GSVlabs Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from GSVlabs in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that GSVlabs provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

21.2         Release.  You hereby release GSVlabs Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the GSVlabs Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

21.3         Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without GSVlabs’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. GSVlabs may freely assign the Terms.

21.4         Force Majeure.  GSVlabs shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

21.5         Compliance.  If you believe that GSVlabs has not adhered to the Terms, please contact GSVlabs by emailing us at community@gsvlabs.com.  We will do our best to address your concerns.  If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

21.6         Governing Law; Venue.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and GSVlabs agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in San Mateo County, California.

21.7         Choice of Language.  It is the express wish of the parties that the Terms and all related documents have been drawn up in English.  C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

21.8         Notice.  Where GSVlabs requires that you provide an e-mail address, you are responsible for providing GSVlabs with your most current e-mail address.  In the event that the last e-mail address you provided to GSVlabs is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, GSVlabs’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to GSVlabs at the following address:  NestGSV, Inc., 2955 Campus Drive, #110, San Mateo, California 94403.  Such notice shall be deemed given when received by GSVlabs by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

21.9         Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

21.10       Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

21.11       Export Control.  You may not use, export, import, or transfer the GSVlabs Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the GSVlabs Properties, and any other applicable laws.  In particular, but without limitation, the GSVlabs Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the GSVlabs Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the GSVlabs Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by GSVlabs are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer GSVlabs products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

21.12       Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

21.13       Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

GSVlabs Event Space Rental Terms & Conditions

1. CONDITIONS AND RESPONSIBILITIES OF RENTER

Please read the material below to make sure all parties understand the requirements of providing for everyone’s safety and keeping GSVlabs a well maintained and safe location for future use.

1.1 INSURANCE

For all events longer than 8 hours or hosting more than 250 people, Special Event Liability insurance is required of all renters and is due no later than ten (10) days prior to your event. The insurance must, at renter’s sole expense, provide and maintain public liability and personal property damage insurance, insuring GSVlabs employees, contractors and contracted vendors against all bodily injury, property damage, personal injury and other loss arising out of renter’s use and occupancy of the premises, or any other occupant on the premises, including appurtenances to the premises and sidewalks. The insurance required hereunder shall have a single limit liability of not less than $1 million, and general aggregate liability of not less than $2 million. GSVlabs shall be named as an additional insured of said policy.

If alcohol is to be served please make sure that the policy includes Host Liquor Liability coverage to protect you against alcohol-related accidents, as you are ultimately liable for the safety of your guests. Established catering Services may use their license and insurance to cover this.

Any caterers and/or outside vendors, companies, and/or institutions must provide a copy of their certificate of insurance and catering License to GSVlabs at least five (5) days prior to the event.

1.12 LIABILITY

Renter agrees to indemnify, defend, and hold GSVlabs, its landlord, building owners, officers, employees, and agents harmless of and from any liabilities, costs, penalties, lawsuits, expenses or judgments against them arising out of and/or resulting from the rental and use of the premises, including but not limited to, the personal guarantee of provision, service, and dispensing of payment by Renter, its employees, and agents of alcoholic beverages at GSVlabs.

In the event GSVlabs, its landlord, building owners, officers, employees and/or agents, are required to file any action in court in order to enforce any provisions of this agreement, renter agrees to pay GSVlabs, its officers, landlord, building owners, employees and/or agents, all reasonable attorney fees, court fees, and costs of suit incurred by GSVlabs, including all collection expenses and interest due.

1.13 CATERING STANDARDS

We highly recommend that a caterer from our recommended caterers list be used for your event. Our recommended caterers have experience working at GSVlabs and are familiar with our regulations, policies, and procedures. Use of caterers not on our recommended list may result in an increased deposit and fee. If Renter intends to use a caterer not on our recommended list, Renter will have to submit information about the caterer’s qualifications, food distribution plan and insurance.

Insurance/credit card—all caterers working at GSVlabs are required to have a valid certificate of insurance and a credit card on file with us.

Kitchen Policy—the GSVlabs kitchen is not production space and is to be used for final food presentation, plating and bussing only. Please note that GSVlabs does not provide dishes, glassware, pots, pans, knives or utensils. The kitchen production space will be provided in a clean condition and the space should be returned to a clean condition immediately following your event. A final walk- through with a member of our event staff is mandatory at the close of your event.

Caterers must remove all trash, composting and recyclables from the site as we do not have adequate facilities. all trash, including sorted recyclables and properly sorted compostables, must be collected, properly bagged and removed by the caterer.

Failure to remove or clean will result in additional fees. GSVlabs encourages those renting space to consider green, sustainable, fair trade, ecologically sound cleaning and zero waste solutions.

1.14 CAPACITY AND GUEST COUNT

Renter agrees to abide by GSVlabs’s capacity requirements for the room(s) booked for any event. It is Renter’s responsibility to ensure that the number of guests does not exceed the stated capacity of each room.

Boardroom – 16 seated.

Academy – 35 seated.

Conference Center – 150 seated, 200 unseated.

Final guest count changes must be submitted in writing at least five (5) days prior to your event.

1.15 USE OF FACILITY SPACE

To protect the safety and security of all GSVlabs’ members and property, Renter will obtain GSVlabs’ advance approval before using items during/before or after the event which could create noise, noxious odors or hazardous effects (e.g., loud music, smoke or fog machines, dry ice, confetti cannons, candles, or incense) and before engaging in any activities outside of the reserved function rooms (e.g., registration table).

1.16 SITE DECORATION

GSVlabs wants to make every event here a special and welcome experience. Therefore every effort will be made to allow Renter to prepare decorations reflecting their creative requirements. We ask that only the staff of GSVlabs rearrange and move any furnishings, including, but not limited to, artwork, lamps, television screens, computer monitors, tables or seating. No nails, screws, staples or penetrating items are to be used on our walls or floors. No glitter or foil (non-paper) confetti is allowed on site. Only low tack tape is allowed on our floors and wall. Any damage will be charged after your event.

1.17 CONDUCT

There is absolutely no drug use or smoking of any kind tolerated on premises or within 25 feet of the building, including loitering or congregating outside on the sidewalk at any time during the event. Disparaging remarks or any type of physical violence will not be tolerated and will be cause for immediate expulsion. Renter and guests shall use the premises in a considerate manner at all times.

Renter acknowledges that the Center is an active workspace housing the business operations of multiple clients. Renter agrees to ensure their guests do not disrupt the workspace areas and acknowledges that such disruption is grounds for immediate removal. Renter acknowledges responsibility for hiring or paying for sufficient security staff. Renter agrees to ensure their guests do not enter areas marked off-limits or “GSVlabs staff only”.

During events that invite underage attendants, such as high school hackathons, student ceremonies or conferences, Renter accepts full responsibility for ensuring underage attendants abide by all rules outlined in this agreement. Furthermore, Renter accepts full responsibility for ensuring that underage attendants do not possess or consume alcohol, tobacco, or illegal drugs on the premises. Conduct deemed disorderly at the sole discretion of GSVlabs staff shall be grounds for immediate expulsion from the premises and conclusion of the rental period. In such cases no refund of the event costs shall be made.

1.18 LIABILITY RELEASE AND WAIVER

GSVlabs reserves the right to require all of Renter’s guests to sign a form releasing GSVlabs, its landlord, employees, contractors and staff from any and all liability arising out Renter’s use of the Center. The language and terms of this release are at the sole discretion of GSVlabs. GSVlabs reserves the right to prohibit any guests that do not sign the liability release from entering the premises. The Renter is not entitled to any refund in the event that their guests are excluded from the premises under section 1.8.

1.19 CANCELLATION

The Date-Hold deposit is non-refundable. From 25 days prior to event: no space rental payments will be refunded.

1.20 LOAD-IN/LOAD-OUT/STORAGE

All load-ins and load-outs must take place within the designated timeframe given by GSVlabs. if there is an event prior to yours a timed delivery will be required. GSVlabs is not responsible for checking in or handling any items brought into the venue by rental companies. All external items must be checked-in and signed for by the Renter or Renter’s representative. All excess material (such as bubble wrap, boxes, hangers, plastic, etc.) created by deliveries must be removed and disposed of by rental company, Renter, or Renter’s representative.

Limited storage is available upon request. Storage fees will be applied to any items left overnight or beyond normal load-in/load- out times. This also applies to items left post event for shipment out via courier. Note: it is not the responsibility of GSVlabs to ensure that pick-ups are scheduled and executed.

1.21 CITY, COUNTY, STATE AND FEDERAL LAWS

Renter agrees to comply with all applicable city, county, State, and Federal laws and shall conduct no illegal act on the premises. This is a drug free and non-smoking facility at all times, no exceptions. Renter shall not sell alcohol on premises at any time. Renter may not serve alcohol to minors on the premises at any time. Renter agrees, for everyone’s safety, to ensure alcoholic beverages are consumed in a responsible manner. GSVlabs reserves the right, in its exclusive discretion, to expel anyone who in its judgment is intoxicated or under the influence of alcohol or drugs, or who shall in any manner do or participate in any act jeopardizing the rights, use permit, or insurability of GSVlabs or the safety of its staff, guests, or building contents.

1.22 ENTRY AND EXIT

Renter agrees that GSVlabs staff or its guests may enter and exit premises during the course of the event.

1.23 PROMOTIONS AND COPYRIGHT

It is important to us that you have a fantastic and successful event. Should GSVlabs be engaged in the promotion or co-production of your event, it is imperative that we see and approve all marketing messages and communications. We are happy to provide professionally created images of our space for promotional materials.

We hope you will refer others here and are happy to answer any questions you might have about the types of events we do. We are also happy to personally welcome your guests and speak to them about the historic nature of the building, or its contents.

A representative of GSVlabs and/or promotional materials and signage will be present at all events, and any questions about the space, its contents or about our upcoming events and the charities we support can be directed to that representative.

1.24 PHOTOGRAPHY AND AV RELEASE

Renter consents and agrees that GSVlabs, its staff, employees, third party photographers and agents have the right to take photographs, still or moving, of the event(s) and the event’s attendees and to use these in any and all media, now or hereafter known, and for the purpose of the promotion of GSVlabs. Renter further consents that their name, their organization’s name and their attendees’ names and identities may be revealed therein or by descriptive text or commentary.

Renter also grants to GSVlabs, its staff, employees, third party photographers and agents, the irrevocable right to use and publish photographs, still or moving, of the event, its organizers, and its attendees or for the purposes of self-promotion, including advertising GSVlabs’ business, in any manner and medium; and to alter and composite the same without restriction and without Renter’s inspection or approval. Renter hereby releases GSVlabs, its staff, employees, third party photographers and agents from all claims and liability relating to photographs of the event(s).

Renter agrees that there will be no financial or other remuneration for recording or photographing the event(s), its organizers or its attendees.

2. ADDITIONAL PROVISIONS

The following provisions govern the interpretation, modification and enforcement of this Agreement.

2.1 ENTIRE AGREEMENT

This Agreement, including any exhibits which are incorporated herein and made a part of this Agreement, sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

2.2 NON-WAIVER OF RIGHTS

The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter. 

2.3 MODIFICATION OF THE AGREEMENT

This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. 

2.4 ASSIGNMENT

Neither this Agreement nor any duties or obligations hereunder may be assigned or delegated by the Renter unless first approved by GSVlabs by written instrument. 

2.5 SEVERABILITY

Should the application of any provision of this Agreement to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

2.6 FORCE MAJUERE

If acts of God, government authorities, natural disasters, or other emergencies beyond GSVlabs’ reasonable control make it illegal or impossible for GSVlabs to perform its obligations under this Agreement, GSVlabs may terminate this Agreement upon written notice to the Renter without liability.

2.7 JURISDICTION

Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that this Agreement shall be governed by and construed in accordance with the laws of the State of California, and the parties hereto submit to the non-exclusive jurisdiction of California courts. 

2.8 SUBORDINATION

This Agreement shall be subject and subordinate to GSVlabs’ Lease with GSVlabs’ landlord, including any amendments thereto, and to any other agreements to which GSVlabs’ Lease with the landlord is subordinate, including any amendments thereto.

2.9 ENFORCING THIS AGREEMENT

The Renter agrees to pay GSVlabs any reasonable and proper costs to enforce this Agreement for claims pursued by GSVlabs under this Agreement.

2.10 LIMITATION OF LIABILITY

The Renter acknowledges that the liability of GSVlabs for any type of damages to Renter shall not exceed GSVlabs' total fees under this agreement.

LOST ITEMS

GSVlabs take no responsibility for personal effects and possessions left on premises during or after any event.

EDUCATE Digital Terms and Conditions

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF EDUCATE VENTURES LLP, ITS AFFILIATES, SUBSIDIARIES, OR AGENTS WITH LINKS TO THIS AGREEMENT (COLLECTIVELY, THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE BY EDUCATE VENTURES LLP OR USERS OF THE WEBSITE, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH EDUCATE VENTURES LLP, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE.  THE TERM “YOU”REFERS TO THE INDIVIDUAL IDENTIFIED AS THE FOUNDER OR MENTOR WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

IF YOU SUBSCRIBE TO CERTAIN SERVICES FOR A SPECIFIC PERIOD OF TIME, THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AT GSVLAB’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL / DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 4 BELOW.

PLEASE BE AWARE THAT SECTIONS 20-21 OF THESE TERMS OF USE, BELOW, CONTAIN PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. 

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE UNITED KINGDOM, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS OF USE.

The “Services” consist of the following, without limitation: EDUCATE Ventures LLP provides a cloud-based platform for entrepreneurs, including founders of early-stage startup and emerging companies (“Founders”) to seek out and request consultation appointments (each appointment, an “Appointment”) with mentors who are willing to provide advice and resources to Founders relating to businesses at the early stages of the growth cycle (“Mentors”). The term “Users” refers to both Founders and Mentors. Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by EDUCATE Ventures LLP in its sole discretion at any time.  When changes are made, EDUCATE Ventures LLP will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered to use the Services, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms.  Any changes to the Terms will be effective immediately for new Users of the Website or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have a registered account on the Website  upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 3.1 below).  EDUCATE Ventures LLP may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

  1. Important Disclaimer. EDUCATE Ventures LLP’s sole role IN PROVIDING THE SERVICES is to PROVIDE A VENUE WHERE MENTORS AND FOUNDERS MAY facilitate organization of Appointments. ALL INFORMATION CONTAINED ON THE WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY. EDUCATE Ventures LLP does not endorse, and is not responsible for the accuracy or reliability of, any opinion, advice or statement made on the site by any Mentor. EDUCATE VENTURES LLP is not obligated to SCREEN MENTORS TO DETERMINE WHETHER THEY ARE QUALIFIED TO PROVIDE THE APPOINTMENTS THEY PROVIDE USING the SERVICES, NOR IS EDUCATE VENTURES LLP required to INQUIRE INTO THE BACKGROUNDS, or VERIFY the statements, OF ITS MENTORS. NEITHER EDUCATE Ventures LLP, NOR THE Mentors, PROVIDE ANY LEGAL, MEDICAL, FINANCIAL OR REAL ESTATE ADVICE. FOR SPECIFIC ADVICE ON LEGAL, MEDICAL, FINANCIAL OR REAL ESTATE MATTERS, YOU SHOULD ALWAYS SEEK THE ADVICE OF A PROFESSIONAL WHO IS LICENSED AND KNOWLEDGEABLE IN THAT AREA, SUCH AS AN ATTORNEY, DOCTOR, ACCOUNTANT OR REAL ESTATE AGENT OR BROKER.  EDUCATE VENTURES LLP IS NOT A LAW FIRM, MEDICAL INSTITUTION, FINANCIAL INSTITUTION, OR REAL ESTATE COMPANY AND IS NOT SPONSORED BY ANY LAW FIRM, MEDICAL INSTITUTION, FINANCIAL INSTITUTION, OR REAL ESTATE COMPANY. The foregoing disclaimer and limitations on liability shall not limit the more general disclaimers and limitations on liability in Sections 14-16. Without limiting the foregoing and for the avoidance of doubt, any opinions, advice, information, data, text, audiovisual materials, photographs, tags and other materials made accessible through the EDUCATE Ventures LLP Properties (as defined below), including any information, data, text, audiovisual materials, photographs, tags and other materials made available in Appointments (“Content”) expressed or made available by Mentors are those of the respective Mentor.
  2. Use of the Services and EDUCATE Ventures LLP Properties. The Website, the Services, and the Content (collectively, the “EDUCATE Ventures LLP Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, EDUCATE Ventures LLP grants you a limited right to access and use the Services for your own personal or internal business purposes and a limited license to reproduce certain Content set forth on the EDUCATE Ventures LLP Properties solely for your personal or internal business purposes. Unless otherwise specified by EDUCATE Ventures LLP in a separate license, your right to use any EDUCATE Ventures LLP Properties is subject to the Terms.

2.1        Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the EDUCATE Ventures LLP Properties or any portion of the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other EDUCATE Ventures LLP Properties (including images, text, page layout or form) of EDUCATE Ventures LLP; (c) you shall not use any metatags or other “hidden text” using the EDUCATE Ventures LLP name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the EDUCATE Ventures LLP Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website 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) or to record all or any portion of any Appointments; (f) access the EDUCATE Ventures LLP Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the EDUCATE Ventures LLP Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the EDUCATE Ventures LLP Properties. Any future release, update or other addition to the EDUCATE Ventures LLP Properties shall be subject to the Terms.  EDUCATE Ventures LLP, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of the EDUCATE Ventures LLP Properties terminates the licenses granted by EDUCATE Ventures LLP pursuant to the Terms.

2.2            Third-Party Materials.   As a part of the EDUCATE Ventures LLP Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for EDUCATE Ventures LLP to monitor such materials and that you access these materials at your own risk.

Registration.

3.1            Registering your Account.  In order to access certain features of the EDUCATE Ventures LLP Properties you may be required to become a Registered User.  For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”).

3.2            Registration Data.  In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the EDUCATE Ventures LLP Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account.  You may not share your Account or password with anyone, and you agree to (1) notify EDUCATE Ventures LLP immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or EDUCATE Ventures LLP has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, EDUCATE Ventures LLP has the right to suspend or terminate your Account and refuse any and all current or future use of the EDUCATE Ventures LLP Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account at any given time.  EDUCATE Ventures LLP reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights.  You agree not to create an Account or use the EDUCATE Ventures LLP Properties if you have been previously removed by EDUCATE Ventures LLP, or if you have been previously banned from any of the EDUCATE Ventures LLP Properties.

  1.       Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to the EDUCATE Ventures LLP Properties, including but not limited to, a mobile device that is suitable to connect with and use the EDUCATE Ventures LLP Properties, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the EDUCATE Ventures LLP Properties.

  Founder Services.  The following terms apply only to Founder Users.

4.1            Scheduling. When selecting and confirming an Appointment on the Services, you are agreeing to pay the applicable fee associated with that particular Appointment, if any (“Fee”).

4.2            Cancelling Sessions. You may cancel a confirmed order up to twenty-four hours prior to the scheduled start time of the applicable without incurring any Fee charges to your Account. In the event that you cancel within twenty-four hours of the scheduled start time, your Account will be charged the full amount of the applicable Fee.

4.3            No Recording Appointments. You agree that you will not attempt to record, download, or retransmit all or any portion any Appointments.

4.4            Payment.  You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.  You must provide EDUCATE Ventures LLP’s third party payment processor with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities.  By providing EDUCATE Ventures LLP’s third party payment processor with your credit card number and associated payment information, you agree that EDUCATE Ventures LLP is authorized to immediately invoice your Account for all fees and charges due and payable to EDUCATE Ventures LLP hereunder and that no additional notice or consent is required.  You agree to immediately notify EDUCATE Ventures LLP of any change in your billing address or the credit card used for payment hereunder. EDUCATE Ventures LLP reserves the right at any time to change its prices and billing methods, either immediately upon posting on the EDUCATE Ventures LLP Properties or by e-mail delivery to you.

4.5            Service Subscription Fees.  You will be responsible for payment of the applicable fee for any subscription Services that you order (each, a “Service Subscription Fee”) at the time you create your Account and select your subscription package (each, a “Service Commencement Date”).  Except as set forth in the Terms, all Service Subscription Fees are non-refundable.  No contract will exist between you and EDUCATE Ventures LLP for the Services until EDUCATE Ventures LLP accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

4.6            Automatic Renewal.  Your subscription will continue indefinitely until terminated in accordance with the Terms.  After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at EDUCATE Ventures LLP’s then-current price for such subscription.  You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days  prior to the Renewal Commencement Date (or in the event that you receive a notice from EDUCATE Ventures LLP that your subscription will be automatically renewed, you will have thirty days from the date of the EDUCATE Ventures LLP notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page.  If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact EDUCATE Ventures LLP at email address educate@ucl.ac.uk .  If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires.  However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.  By subscribing, you authorize EDUCATE Ventures LLP to charge your Payment Provider now, and again at the beginning of any subsequent subscription period.  Upon renewal of your subscription, if EDUCATE Ventures LLP does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that EDUCATE Ventures LLP may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment,  your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

4.7            Credits and Other Promotions.  We may, at our discretion, from time to time, provide you with credits in your Account that you may apply towards an Appointment with a Mentor, or make available another promotion that provides Registered Users access to the Services. Such credits or promotion must be used within the specified time of the trial period or promotion.  At the end of the trial period or promotional period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable Fee(s) or Service Subscription Fee(s), as applicable.  If you are inadvertently charged for a subscription, please contact EDUCATE Ventures LLP at email address educate@ucl.ac.uk to have the charges reversed.

4.8            Taxes.  EDUCATE Ventures LLP’s fees are net of any applicable Sales Tax.  If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to EDUCATE Ventures LLP, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify EDUCATE Ventures LLP for any liability or expense we may incur in connection with such Sales Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that EDUCATE Ventures LLP is permitted to pass to its customers that is) the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4.9            Withholding Taxes.  You agree to make all payments of fees to EDUCATE Ventures LLP free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to EDUCATE Ventures LLP will be your sole responsibility, and you will provide EDUCATE Ventures LLP with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

4.10         Disputes.  You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived.  Billing disputes should be notified to the following email address: educate@ucl.ac.uk 

4.11          Third Party credits and discounts. You agree to not resell or redistribute any discounts or promotional credits received. EDUCATE Ventures LLP reserves the right to revoke or block any EDUCATE Ventures LLP member from receiving or continuing to receive credits or discounts associated with EDUCATE Ventures LLP upon account termination or breach of EDUCATE Ventures LLP Terms and Conditions.

5.        Mentor Services.  The following terms apply only to Mentor Users.

5.1            Mentor Accounts. Users of the Service who possess a valid Account may become Mentors by following the directions on the Website, at which time EDUCATE Ventures LLP may require you to provide additional Registration Data. EDUCATE Ventures LLP will create a profile for you, based on such Registration Data. EDUCATE Ventures LLP is providing the Service as a venue for connecting you with Founders. YOU ACKNOWLEDGE THAT THERE IS NO EMPLOYMENT, CONTRACTOR, OR JOINT-VENTURE RELATIONSHIP BETWEEN YOU AND EDUCATE VENTURES LLP. BY CREATING A MENTOR ACCOUNT, YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPOINTMENTS YOU PROVIDE.

5.2            Offering Appointments. Following the creation of your Mentor Account, you will be able to use the Services to offer Appointments in the fields listed on your profile. Any changes or modifications to the Appointment must be resolved with the Founder.

5.3            Mentor Account Restrictions. You, as a Mentor, represent and warrant that you will use the Services solely to provide Founders with Appointments in the fields stated on your Account profile. Specifically, you hereby represent, warrant, and covenant that you have the requisite knowledge and experience to provide instruction in such fields and that you will personally perform all Appointments. You will use any information obtained from the Services solely in connection with the Services, and will not use such information in order to (a) arrange a with Founders outside the context of the Service, (b) harass, abuse, or harm another person, or (c) to contact, advertise to, solicit, or sell any products or services to any User without that User’s prior explicit written consent. You will not attempt to impersonate another User or person, including, without limitation, any employee of EDUCATE Ventures LLP or another Mentor. At all times, you will use the Services in a manner consistent with this Agreement and any and all applicable laws and regulations. Without limiting the foregoing and for the avoidance of doubt, Mentors are specifically prohibited from uploading, posting, emailing, transmitting or otherwise making available any information concerning any entity or individual that is confidential, proprietary or trade secret in nature.

6.              Responsibility for Content.

6.1            Types of Content.  You acknowledge that all Content, including Content included in any Appointment EDUCATE Ventures LLP, is the sole responsibility of the party from whom such Content originated.  This means that you, and not EDUCATE Ventures LLP, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the EDUCATE Ventures LLP Properties (“Your Content”), and other Users of the EDUCATE Ventures LLP Properties, and not EDUCATE Ventures LLP, are similarly responsible for all Content they Make Available through the EDUCATE Ventures LLP Properties, including, but not limited to, any Appointments (“User Content”).

6.2            No Obligation to Pre-Screen Content.  You acknowledge that EDUCATE Ventures LLP has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although EDUCATE Ventures LLP reserves the right in its sole discretion to pre-screen, refuse or remove any Content (including any reviews or ratings provided by Founders about Mentors).  By entering into the Terms, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat communications conducted over Slack.  In the event that EDUCATE Ventures LLP pre-screens, refuses or removes any Content, you acknowledge that EDUCATE Ventures LLP will do so for EDUCATE Ventures LLP’s benefit, not yours.  Without limiting the foregoing, EDUCATE Ventures LLP shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

6.3            Storage.  Unless expressly agreed to by EDUCATE Ventures LLP in writing elsewhere, EDUCATE Ventures LLP has no obligation to store any of Your Content that you Make Available on the EDUCATE Ventures LLP Properties.  EDUCATE Ventures LLP has no responsibility or liability for the deletion of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the EDUCATE Ventures LLP Properties.  Certain Services may enable you to specify the level at which such Services restrict access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose, the system may default to its most permissive setting.  You agree that EDUCATE Ventures LLP retains the right to create reasonable limits on EDUCATE Ventures LLP’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by EDUCATE Ventures LLP in its sole discretion.

7.              Ownership.

7.1            EDUCATE Ventures LLP Properties.  Except with respect to Your Content and User Content, you agree that EDUCATE Ventures LLP and its suppliers own all rights, title and interest in the EDUCATE Ventures LLP Properties (including but not limited to, titles, computer code, themes, objects, concepts, artwork, animations, videos, sounds, musical compositions, audiovisual effects, methods of operation, moral rights).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the EDUCATE Ventures LLP Properties.

7.2            Trademarks. EDUCATE Ventures LLP’s stylized name and other related graphics, logos, service marks and trade names used on or  in connection with the EDUCATE Ventures LLP Properties are the trademarks of EDUCATE Ventures LLP and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the EDUCATE Ventures LLP Properties are the property of their respective owners.

7.3            Other Content.  Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the EDUCATE Ventures LLP Properties.

7.4            Your Content.  EDUCATE Ventures LLP does not claim ownership of Your Content.  However, when you as a User post or publish or otherwise transmit Your Content on or in the EDUCATE Ventures LLP Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. 

7.5            License to Your Content.  Subject to any applicable account settings that you select, you grant EDUCATE Ventures LLP a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, record, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the EDUCATE Ventures LLP Properties to you and to our other Users in accordance with the Terms.  Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the EDUCATE Ventures LLP Properties.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not EDUCATE Ventures LLP, are responsible for all of Your Content that you Make Available on or in the EDUCATE Ventures LLP Properties.

7.6            Username.  Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the EDUCATE Ventures LLP Properties, you hereby expressly permit EDUCATE Ventures LLP to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

7.7            Your Account.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of EDUCATE Ventures LLP.

7.8            Your Profile.  Any Content posted by you on or in the EDUCATE Ventures LLP Properties (including, but not limited to, on your profile) may not contain nudity, violence, sexually explicit, or offensive subject matter.  You may not post a photograph of another person without that person’s permission.

8.              Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to EDUCATE Ventures LLP through its suggestion, feedback or similar pages (“Feedback”) is at your own risk and that EDUCATE Ventures LLP has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to EDUCATE Ventures LLP a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the EDUCATE Ventures LLP Properties.

9.              User Conduct.  As a condition of use, you agree not to use the EDUCATE Ventures LLP Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the EDUCATE Ventures LLP Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without EDUCATE Ventures LLP’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of EDUCATE Ventures LLP; (vi) interferes with or attempts to interfere with the proper functioning of the EDUCATE Ventures LLP Properties or uses the EDUCATE Ventures LLP Properties in any way not expressly permitted by the Terms; (vii) introduce software or automated agents to the Services so as to produce multiple Accounts or generate automated messages; or (viii) to attempt or engage in, any potentially harmful acts that are directed against the EDUCATE Ventures LLP Properties, including but not limited to violating or attempting to violate any security features of the EDUCATE Ventures LLP Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the EDUCATE Ventures LLP Properties, introducing viruses, worms, or similar harmful code into the EDUCATE Ventures LLP Properties, or interfering or attempting to interfere with use of the EDUCATE Ventures LLP Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the EDUCATE Ventures LLP Properties.

10.            Investigations.  EDUCATE Ventures LLP may, but is not obligated to, monitor or review the EDUCATE Ventures LLP Properties and Content at any time.  Without limiting the foregoing, EDUCATE Ventures LLP shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.  Although EDUCATE Ventures LLP does not generally monitor user activity occurring in connection with the EDUCATE Ventures LLP Properties, if EDUCATE Ventures LLP becomes aware of any possible violations by you of any provision of the Terms, EDUCATE Ventures LLP reserves the right to investigate such violations, and EDUCATE Ventures LLP may, at its sole discretion, immediately terminate your license to use the EDUCATE Ventures LLP Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

11.            Interactions with Other Users.

11.1         User Responsibility.  You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that EDUCATE Ventures LLP reserves the right, but has no obligation, to intercede in such disputes. You agree that EDUCATE Ventures LLP will not be responsible for any liabilities incurred by you as the result of such interaction and EDUCATE Ventures LLP will not work to resolve any disputes between Founders and Mentors. In exchange for the privilege of accessing the Services, you FURTHER agree to release EDUCATE Ventures LLP from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have with one or more Mentors.

11.2         Content Provided by Other Users.  The EDUCATE Ventures LLP Properties may contain User Content provided by other Users.  EDUCATE Ventures LLP is not responsible for and does not control User Content (including, but not limited to, any Appointments).  EDUCATE Ventures LLP has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content.  You use all User Content and interact with other Users at your own risk.

12.            Third-Party Services.  The EDUCATE Ventures LLP Properties may contain links to or otherwise integrate with third-party websites and services, including those that help facilitate the resources we make available, such as managing Appointments (“Third-Party Services”).  When you click on a link to a Third-Party Service, we will not warn you that you have left the EDUCATE Ventures LLP Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of EDUCATE Ventures LLP.  EDUCATE Ventures LLP is not responsible for any Third-Party Services.  EDUCATE Ventures LLP provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services.  You access and use all Third-Party Services at your own risk. When you leave our Website, our Terms and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.

13.            Indemnification. You agree to indemnify and hold EDUCATE Ventures LLP, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “EDUCATE Ventures LLP Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the EDUCATE Ventures LLP Properties, including, for Mentors, to provide Appointments to a Founder; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations.  EDUCATE Ventures LLP reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with EDUCATE Ventures LLP in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the EDUCATE Ventures LLP Properties.

14.            Disclaimer of Warranties.

14.1         As Is.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE EDUCATE VENTURES LLP PROPERTIES IS AT YOUR SOLE RISK, AND THE EDUCATE VENTURES LLP PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  THE EDUCATE VENTURES LLP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(a)            THE EDUCATE VENTURES LLP PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE EDUCATE VENTURES LLP PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE EDUCATE VENTURES LLP PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE EDUCATE VENTURES LLP PROPERTIES, INCLUDING ANY INFORMATION PROVIDED IN AN APPOINTMENT, WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE EDUCATE VENTURES LLP PROPERTIES WILL BE CORRECTED.

(b)            ANY CONTENT ACCESSED THROUGH THE EDUCATE VENTURES LLP PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE EDUCATE VENTURES LLP PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c)             THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  EDUCATE VENTURES LLP MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d)            NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EDUCATE VENTURES LLP, MENTORS, OR THROUGH THE EDUCATE VENTURES LLP PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e)             From time to time, EDUCATE VENTURES LLP may offer new “beta” features or tools with which its users may experiment.  Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at EDUCATE VENTURES LLP’s sole discretion.  The provisions of this section apply with full force to such features or tools.

14.2         No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT THE EDUCATE VENTURES LLP PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE EDUCATE VENTURES LLP PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

14.3         No Liability for Conduct of Other Users.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE EDUCATE VENTURES LLP PROPERTIES. YOU UNDERSTAND THAT EDUCATE VENTURES LLP DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE EDUCATE VENTURES LLP PROPERTIES.

15.            Limitation of Liability.

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by United Kingdom law.

  1. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it, whether express or implied.
  2. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
  3. use of, or inability to use, the Website; or
  4. use of or reliance on any content displayed on the Website.
  5. If you are a business user, please note that in particular, we will not be liable for:
  6. loss of profits, sales, business, or revenue;
  7. business interruption;
  8. loss of anticipated savings;
  9. loss of business opportunity, goodwill or reputation; or
  10. any indirect or consequential loss or damage.
  11. If you are a consumer user, please note that we only provide the Website for domestic and private use. You agree not to use the Website for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
  12. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.
  13. We assume no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
  1. Disclaimer of Certain Damages.  
  1.               Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL EDUCATE VENTURES LLP PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EDUCATE VENTURES LLP PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT EDUCATE VENTURES LLP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, INCLUDING ANY MENTORS, OF THE EDUCATE VENTURES LLP PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE EDUCATE VENTURES LLP PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE EDUCATE VENTURES LLP PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY, INCLUDING ANY MENTORS, ON EDUCATE VENTURES LLP PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE EDUCATE VENTURES LLP PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
  1.          Cap on Liability.  UNDER NO CIRCUMSTANCES WILL THE EDUCATE VENTURES LLP PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY EDUCATE VENTURES LLP AS A RESULT OF YOUR USE OF THE EDUCATE VENTURES LLP PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT CLAIM OR, IF YOU HAVE NOT SUBSCRIBED TO THE SERVICES, THE AMOUNT RECEIVED BY EDUCATE VENTURES LLP DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO YOUR CLAIM.  IF YOU HAVE NOT PAID EDUCATE VENTURES LLP ANY AMOUNTS, EDUCATE VENTURES LLP’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED FIFTY POUNDS (£50).
  1.         User Content.  THE EDUCATE VENTURES LLP PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
  1.         Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EDUCATE VENTURES LLP AND YOU.
  1. 16.            Procedure for Making Claims of Copyright Infringement.  It is EDUCATE Ventures LLP’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to EDUCATE Ventures LLP by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the EDUCATE Ventures LLP Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the EDUCATE Ventures LLP Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for EDUCATE Ventures LLP’s Copyright Agent for notice of claims of copyright infringement is as follows:

EDUCATE Ventures LLP

69 Banstead Road, Carshalton, England, SM5 3NP

Email: educate@ucl.ac.uk  

 

17.            Term and Termination.

17.1         Term.  The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the EDUCATE Ventures LLP Properties, unless terminated earlier in accordance with the Terms.

17.2         Prior Use.  Notwithstanding the foregoing, if you used the EDUCATE Ventures LLP Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the EDUCATE Ventures LLP Properties (whichever is earlier) and will remain in full force and effect while you use the EDUCATE Ventures LLP Properties, unless earlier terminated in accordance with the Terms.

17.3         Termination of Services by You.  If you want to terminate the Services provided by EDUCATE Ventures LLP, you may do so by (a) notifying EDUCATE Ventures LLP at any time and (b) closing your Account for all of the Services that you use by following the directions on the Website. Your notice should be sent, in writing, to EDUCATE Ventures LLP's address set forth below. 

17.4         Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination  of  all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately.  You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  EDUCATE Ventures LLP will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

18.            Remedies.

18.1         Violations.  If EDUCATE Ventures LLP becomes aware of any possible violations by you of the Terms, EDUCATE Ventures LLP reserves the right to investigate such violations.  If, as a result of the investigation, EDUCATE Ventures LLP believes that criminal activity has occurred, EDUCATE Ventures LLP reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  EDUCATE Ventures LLP is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the EDUCATE Ventures LLP Properties, including Your Content, in EDUCATE Ventures LLP’s possession in connection with your use of the EDUCATE Ventures LLP Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of EDUCATE Ventures LLP, its Users or the public, and all enforcement or other government officials, as EDUCATE Ventures LLP in its sole discretion believes to be necessary or appropriate.

18.2         Breach.  In the event that EDUCATE Ventures LLP determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the EDUCATE Ventures LLP Properties, EDUCATE Ventures LLP reserves the right to:

(a)            Warn you via e-mail (to any e-mail address you have provided to EDUCATE Ventures LLP) that you have violated the Terms;

(b)            Delete any of Your Content provided by you or your agent(s) to the EDUCATE Ventures LLP Properties;

(c)             Discontinue your registration(s) with any of the EDUCATE Ventures LLP Properties, including the Services or any EDUCATE Ventures LLP community;

(d)            Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

(e)             Pursue any other action which EDUCATE Ventures LLP deems to be appropriate.

19.            International Users.  This Website can be accessed from countries around the world and may contain references to EDUCATE Ventures LLP Properties and Content that are not available in your country.  These references do not imply that EDUCATE Ventures LLP intends to announce such EDUCATE Ventures LLP Properties or Content in your country.  The EDUCATE Ventures LLP Properties are controlled and offered by EDUCATE Ventures LLP from its facilities in the United States of America.  EDUCATE Ventures LLP makes no representations that the EDUCATE Ventures LLP Properties are appropriate or available for use in other locations.  Those who access or use the EDUCATE Ventures LLP Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.

20.            Dispute Resolution.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with EDUCATE Ventures LLP and limits the manner in which you can seek relief from us. 

21.            Arbitration Agreement

  1. Future disputes"Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause.The number of arbitrators shall be 2.The seat, or legal place, of arbitration shall be London.The language to be used in the arbitral proceedings shall be English.

The governing law of the contract shall be the substantive law of the United Kingdom."


  1.  Existing disputes"A dispute having arisen between the parties concerning EDUCATE Ventures LLP terms and conditions, the parties hereby agree that the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules.The number of arbitrators shall be 2.The seat, or legal place, of arbitration shall be London.The language to be used in the arbitral proceedings shall be English.The governing law of the contract shall be the substantive law of the United Kingdom."
  2.  Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with EDUCATE Ventures LLP.
  1.  Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if EDUCATE Ventures LLP makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to EDUCATE Ventures LLP.
  1. General Provisions.
  2. Electronic Communications.  The communications between you and EDUCATE Ventures LLP use electronic means, whether you visit the EDUCATE Ventures LLP Properties or send EDUCATE Ventures LLP e-mails, or whether EDUCATE Ventures LLP posts notices on the EDUCATE Ventures LLP Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from EDUCATE Ventures LLP in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that EDUCATE Ventures LLP provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.
  1. Release.  You hereby release EDUCATE Ventures LLP Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the EDUCATE Ventures LLP Properties.  
  1. Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without EDUCATE Ventures LLP’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. EDUCATE Ventures LLP may freely assign the Terms.
  1.  Force Majeure.  EDUCATE Ventures LLP shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
  1. Compliance.  If you believe that EDUCATE Ventures LLP has not adhered to the Terms, please contact EDUCATE Ventures LLP by emailing us at educate@ucl.ac.uk .  We will do our best to address your concerns.  If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
  1.  Governing Law; Venue.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the United Kingdom, without giving effect to any principles that provide for the application of the law of another jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and EDUCATE Ventures LLP agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the United Kingdom.
  1.  Choice of Language.  It is the express wish of the parties that the Terms and all related documents have been drawn up in English.  C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
  1.  Notice.  Where EDUCATE Ventures LLP requires that you provide an e-mail address, you are responsible for providing EDUCATE Ventures LLP with your most current e-mail address.  In the event that the last e-mail address you provided to EDUCATE Ventures LLP is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, EDUCATE Ventures LLP’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to EDUCATE Ventures LLP at the following address:  EDUCATE Ventures LLP, 69 Banstead Road, Carshalton, England, SM5 3NP.  Such notice shall be deemed given when received by EDUCATE Ventures LLP by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
  1.  Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  1. Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
  1. Consumer Complaints. Complaints should be addressed in writing to educate@ucl.ac.uk 
  1. Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
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