Allocations Terms and Conditions
Effective as of: May 22, 2023.
Welcome to Allocations. Please read on to learn the rules and restrictions that govern the use of our Services (as defined below). Should you have any questions, comments, or concerns regarding these terms or the Services, please contact us at support@allocations.com.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND ALLOCATIONS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
By accessing our website, applications, products and services you are agreeing to the following Terms and Conditions.
1. Acceptance of the Terms of Service
(1) These Terms and Conditions are entered into by and between you or your business entity (“You” or the “User”) and ALLOCATIONS INC. (“Allocations,” “Company” or “We”). The following Terms and Conditions (the “Terms”), govern access to and use of the website and applications provided by us, including any content, functionality and services offered on or through our website and applications (the “Services”).
(2) Please read the Terms carefully before you start to use the Services. By signing and/or by clicking accept or agree when this option is made available to you, you accept and agree to be bound and abide by the Terms during your use of the Services and our Privacy Policy (https://www.allocations.com/privacy-policy), incorporated herein by reference. Should you choose not to agree to these Terms or the Privacy Policy, do not subscribe, register or use this Service. Your use of the Services shall also be subject to the terms and conditions of Allocations Master Services Agreement (“Master Agreement”), in the event of conflict between these Terms and the Master Agreement, the Master Agreement will prevail.
(3) Our Service is not intended for anyone under 18 years of age. No one under age 18 may provide any information to the Company or the Service. We do not knowingly collect personal information from anyone under 18 years of age. If you are under the age of 18, do not use or provide any information on this Service or through any of its features, make any purchases through the Service, use any of the interactive or public comment features of this Service or provide any information about yourself to us. If you believe we might have any information from or about anyone under the age of 18, please promptly contact us at support@allocations.com.
2. Changes to the Terms
(1) We may revise and update these Terms from time to time at our sole discretion. All changes are effective after 30 days from the date they are posted on our website.
(2) Your continued use of the Service following the posting of revised Terms means that you accept and agree to such changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
Description of the Service
(1) The Company provides the Services through a digital platform that is used to create Special Purpose Vehicles or other investment vehicles (all such vehicles, funds and entities, “SPVs”) for investments in private portfolio companies, and to provide administrative support throughout an SPV’s lifecycle. The Service can be categorized into four (4) types (the categorization is not extensive and is intended for providing general information):
(a) the User can onboard Allocations platform to create is User profile;
(b) a party offering an SPV through our platform (a “Customer”) can create and manage an SPV on our platform, as provided in the Master Agreement and respective Order Forms (as described in the Master Agreement) by and between the Company and such Customer (the terms of which are incorporated herein as appropriate);
(c) You and other Users can invest in an SPV and access administrative tools throughout the lifetime of the SPV;
(d) Customers can facilitate the sale or purchase of interest in an SPV; and
(e) any other services provided by Allocations to their Customers and users, through: the digital platform, Allocations’ or third-party applications, or other methods (whether online or offline).
(2) The Service provided to Customers and users by Allocations may involve:
the management and use of Investor Data and Personal Information (refer to our Privacy Policy and the section entitled “Investor Data Ownership and License; Use of Investor Data”);
issuance of contracts and amendments;
the facilitation of equity secondary transactions; and
the leveraging of Allocations’ compliance application programming interface (“APIs”) to comply with tax, regulatory, SEC and any other applicable rules and regulations, such as, but not limited to, DocuSign, Auth0, SendGrid, AWS and MongoDB Atlas.
4. Limitation of Services
User acknowledges and agrees that certain responsibilities and obligations are imposed by U.S. federal, state and non-U.S. securities laws; by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, Inc. (collectively with its subsidiaries being hereinafter referred to as the “NASD”), in-house “due diligence” or “compliance” departments of licensed securities firms, etc. Accordingly, User hereby expressly agrees and acknowledges that Allocations cannot, and will not, perform any actions on behalf of User or Customer that would require Allocations or its affiliates to be subject to regulation under U.S. federal, state or non-U.S. securities laws – including but not limited to, those required of persons serving in the capacity of a registered investment adviser, broker-dealer, or a similarly regulated function. Allocations’ Services are expressly limited to those activities as described in these Terms, Master Agreement (including Order Forms) and/or any contemporaneous agreement as such may exist by and between Allocations and User. User and Customer are solely responsible for ensuring that all activities related to the implementation, registration and ongoing management of the SPV(s) are conducted in accordance with applicable laws and regulations. Not in limitation of the foregoing, Allocations will not provide legal advice. User is responsible for obtaining its own counsel in matters related to the Services as described herein. Allocations shall not be required to maintain or expand its facilities, incur any capital expenditures, employ additional personnel or maintain the employment of any specific persons in order to provide the Services to User.
5. Accessing the Services and Account Security
(1) To use the Services, you must register for an account. After a successful registration each user will have their own login details, email and password, through which the user will be able to access their account (the “Account”) and the Services.
(2) You are responsible for the following:
(a) making all necessary arrangements to have access to the Service; and
(b) ensuring that all persons who access the Service through the Account are aware of these Terms and comply with them.
(3) To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide is correct, current and complete. You agree that all information you provide to register with this Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions Allocations take with respect to your information consistent with our Privacy Policy.
(4) If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that the Account is created only for your specific business entity or for your individual use and you agree not to share your username and password. You agree to notify us immediately of any unauthorized access to your Account or any other breach of security. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.
6. Usage Restrictions
(1) User shall not
(a) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Service;
(b) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Service, Service or any part thereof;
(c) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Service, including any copy thereof;
(d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time;
(e) remove, disable, circumventor otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Service;
(f) offer, advertise or promote, in any manner, any services or products that may compete with those provided by us to users identified through the Service.
(2) If you wish to make any use of material on the Service other than that set out in this section, please address your request to support@allocations.com.
7. License; Reservation of Rights
(1) Subject to your compliance with these Terms, We grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access use of the Service. This license does not include any resale of any Service or its contents. All rights not expressly granted to you in these Terms are reserved and retained by us. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
(2) You acknowledge and agree that the Service is provided under software as a service license, and not sold to you. You do not acquire any ownership interest in the Service under these Terms, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions and restrictions, under these Terms. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Service, including all copyrights, trademarks and other intellectual property rights there in or relating thereto, except as expressly granted to you in these Terms.
8. Intellectual Property Rights; Confidentiality
(1) The Service and its entire contents, except User generated content, features and functionality including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by the Company, its licensors or other providers of such material and are protected by U.S. and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. 4
(2) The Parties agree:
(i) not to disclose any Confidential Information (as defined below), other than on a “need to know” basis; and
(ii) not to use any Confidential Information for any other purposes not provided under these Terms.
9. Trademarks
The Company name, the terms, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors.You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Service are the trademarks of their respective owners.
10. Your Responsibilities
You are solely responsible for:
(a) the operation, performance and security of your equipment, networks and other computing resources needed and used to connect to and make full use of the Services;
(b) maintaining the confidentiality of your accounts, passwords and personal identification numbers used in conjunction with the Services;
(c) all uses of the Services by You; and
(d) notifying us immediately of any unauthorized use of its account or any other breach of security. You agree to hold us harmless and We will not be held liable for any losses or damages that you may incur as a result of a third party using your password or account.
11. Fees; Billing and Payment
(1) We charge fees for certain features of the Service. The fees applicable to You and the billing details shall be outlined on our website or in a written contract such as the Order Form as described in the Master Agreement. Payments shall be made in accordance with the invoices sent by the Company and in accordance with the Master Agreement and Order Form between User and Company.
(2) If you pay by credit card or certain other payment instruments, the Service provides a link to our payment processing agent. You agree to promptly update your account information with any changes that may occur. In any case, any payment agent hired by the Company will not be permitted to store, retain or use your billing information except to process your credit card information.
(3) All bank and transaction fees associated with the payment for the Service, including, but not limited to services of a correspondent bank or transferring money, shall be paid by You.
12. Prohibited Uses
(1) User may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:
(a) in any way that violates any applicable law or regulation (including, without limitation, any laws regarding the export of data or software to and from theU.S. or other countries);
(b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
(c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in these Terms;
(d) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; and
(e) to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
(2) Additionally, you agree not to:
(a) use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service;
(b) use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service;
(c) use any device, software or routine that interferes with the proper working of the Service;
(d) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (e)attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, or any server, computer or database connected to the Service;
(f) attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or
(g) otherwise attempt to interfere with the proper working of the Service.
13. Monitoring and Enforcement; Termination
(1) We have the right to:
(a) remove or refuse to post any User contributions for any or no reason upon our sole discretion;
(b) take any action with respect to any User contribution that We deem necessary or appropriate upon our sole discretion, including if We believe that such Users contribution violates the Terms, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for the Company;
(c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
(d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms.
(2) Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
(3) However, We cannot review material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
14. Content Standards
These content standards apply to any and all user contributions and use of interactive services. User contributions must in their entirety comply with all applicable U.S. federal, local and international laws and regulations. Without limiting the foregoing, user contributions must not:
(a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
(b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(c) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
(d) violate the legal rights(including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
(e) be likely to deceive any person;
(f) promote any illegal activity, or advocate, promote or assist any unlawful act;
(g) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
(h) impersonate any person, or misrepresent your identity or affiliation with any person or organization;
(i) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; and/or (j) contain any material or information which may be false or misleading, notably as it relates to investments presented through the Services.
15. Reliance on Information Posted
The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information, including without limitation any information provided by a User with respect to SPV(s). Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USERS OF THE SERVICE,OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
16. Updates to the Service
(1) Company may from time to time in its sole discretion develop and provide Service updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features(collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
(2) You shall promptly download and install all Service Updates and acknowledge and agree that the Service or portions thereof may not properly operate if you fail to do so. You further agree that all Updates will be deemed part of the Service and be subject to all terms and conditions of these Terms. Any of the material on the Service may be out of date at any given time, and We are under no obligation to update such material.
(3) We reserve the right to withdraw or amend this Service, including mobile applications and any material, at our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, We may restrict access to some parts of the Service, or the entire Service, to users, including registered users.
17. Investor Data Ownership and License; Use of Investor Data
All information We collect on this Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to the Investor Data in compliance with the Privacy Policy. Not in limitation of the foregoing, you bear all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability and appropriateness of the Investor Data. Without limiting any rights granted herein, You hereby grant to Allocations and its affiliates, employees, contractors, licensors, commercial partners and subcontractors, a nonexclusive, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store Investor Data for the purposes of:
(i) providing the Services as set forth in these Terms and Master Agreement to You and other services or products to You as may be offered by Allocations (or other commercial partners of Allocations) through the Allocations platform from time to time;
(ii) enforcing Allocations’ rights under these Terms or Master Agreement;
(iii) enhancing and improving the services set forth in these Terms and Master Agreement; and
(iv) conducting research, development, and marketing (including for services or products provided by Allocations and/or third parties). “Investor Data” means all data and other information, including, without limitation, any and all Personal Information (as defined below), from or relating to you that you provided to Allocations (or its affiliates, employees, contractors, licensors, commercial partners (including the Customer) or subcontractors) through or in connection with Services set forth in these Terms and Master Agreement or otherwise in connection therewith. “Personal Information” means any information relating to an identified individual, or to an individual who can reasonably be identified, directly or indirectly, by reference to such information, or as personal information or personal data is otherwise defined under applicable data privacy laws, including, without limitation, the Consumer Privacy Act, Cal. Civ.Code §§ 1798.100 et seq., and any and all amendments and any implementing regulations thereto that become effective on or after the effective date of this Agreement.
18. Refund Policy
(1) Unless otherwise provided in the applicable Master Agreement and/or Order Form between the Company and User, no refunds for fees or payments will be provided to you if you choose to terminate your subscription to the Service or cancel your account. Following the termination or cancellation of your subscription to the Service and to the extent permitted by law, We reserve the right to delete all data and information regarding the account and your activities.
(2) The Company may terminate these Terms at any time without notice. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of its terms and conditions. Upon termination all rights granted to you under these Terms will also terminate. Termination will not limit any of the Company’s rights or remedies at law or in equity.
19. Disclaimer of Warranties
(1) You understand that We cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. ALL INFORMATION PROVIDED REGARDING SPV(S) ARE PROVIDED BY THE USER AND ARE NOT REVIEWED BY THE COMPANY AND THE COMPANY IS NOT RESPONSIBLE FOR ANY SUCH CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED,THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20. Specific Disclaimers
(1) Nothing herein shall be construed to create an attorney-client relationship or any other relationship between You and the Company. You agree that the Company’s obligations pursuant to these Terms are of a solely administrative nature and that the Company does not owe you any duty of care. You further agree and understand that the Company is not a licensed investment adviser or exempt reporting adviser and does not provide investment advisory services. The Company does not provide any investment advice, tax advice, accounting advice, legal advice and/or legal services in connection with these Terms to You. You are advised to seek counsel of legal advisor, accountant or tax professional pertaining to any offering of units in a fund and any purchase of securities through the Services.
(2) You are aware that the Company has multiple Users and multiple SPVs (and funds) offered through the Services. You understand that the Company or its affiliates may invest in such SPVs and funds. You acknowledge and agree that the Company will most likely have a conflict of interest in providing services to an SPV, a fund and other clients and expressly waives and disclaims any claims or causes of action You may have arising from or related to such conflicts or potential conflicts of interest. You acknowledge that the Company’s relationship with You under the terms of these Terms in no way precludes the Company from working with other investment platforms or groups, venture capital organizations and fund sponsors, private equity fund sponsors and/or investors.
21. Limitation on Liability
(1) IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
(2) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
22. Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to:
(i) your violation of these Terms or your use of the Service, including, but not limited to, your user contributions, any use of the Service's content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Service;
(ii) any securities of a target company or interest in an SPV or fund; or
(iii)Company’s role as the manager of an SPV or a fund or its performance of administrative services on behalf of an SPV or a fund.
23. Export Regulations
The Service may be subject to U.S. or international export control laws. You shall not, directly or indirectly, export, re-export or release the Service to, or make the Service accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Service available outside the U.S.
24. Governing Law and Jurisdiction
(1) All matters relating to the Service and these Terms and any dispute or claim arising there from or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of State of Delaware, without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention for the International Sale of Goods is expressly excluded.
(2) Any dispute, controversy or claim arising out of or in connection with the Service and these Terms, or the breach of these Terms shall be settled by binding arbitration, before three arbitrators, administered by the American Arbitration Association under and in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration will be held in Delaware. Each of the Parties will equally bear any arbitration fees and administrative costs associated with the arbitration. The prevailing Party, as determined by the arbitrators, will be awarded its costs and reasonable attorneys' fees incurred in connection with the arbitration. The Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any federal or state court located in Miami, Florida, for recognition or enforcement of any award determined pursuant to this Section. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS.
(3) ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Allocations is entitled to arbitration; instead all claims and disputes will be resolved in a court located in, respectively, Delaware, or the federal district in which that county falls.
25. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
26. Waiver and Severability
(1) No waiver of by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
(2) If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
27. Entire Agreement; Conflict
The Terms and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service. In the event of conflict between these Terms and any other document, the provisions of these Terms shall prevail.
28. Relationship of the Parties
These Terms are not an agency, partnership, joint venture, employment or other such business arrangement. You may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.
29. Assignment
The Company may assign these Terms or any part of them, and the Company may delegate any of its obligations under these Terms. You may not assign these Terms or any part of them, nor transfer or sub-license your rights under these Terms, to any third party.
30. Your Comments and Concerns
The Services are operated by ALLOCATIONS INC and its affiliates as the case may be.
All other feedback, comments, requests for technical support and other communications relating to the Service should be directed to: support@allocations.com