1. Acceptance of Terms. This Site is made available to legal residents of the United States who are age 18 or older. This Site is only suitable, intended and available for Entrepreneurs (defined below), non-accredited, and accredited investors who are members of NEWCHIP (“Members”) and familiar with, and willing to, accept the risks associated with private investments. Neither Newchip nor it’s partners endorse any of the opportunities that appear on this Site, nor does Newchip and/or it’s partners make any recommendations regarding the appropriateness of particular opportunities for any users. Each user must review and evaluate the opportunities in such user’s own discretion and determine the suitability of entering into any transaction. Please read these Terms carefully. Your use of the Site constitutes your agreement to these Terms.
2. Modifications to the Site and Terms. The Site is made available by Newchip, subject to this Agreement. We reserve the right to update or make changes to this Agreement from time to time in our sole discretion, which changes we may provide to you by any reasonable means, including without limitation, by posting the revised version of this Agreement on the Site. You can determine when this Agreement was last revised by referring to the “EFFECTIVE DATE” legend at the top of this Agreement. In addition, we reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site, with or without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all users of the Site. You agree that neither we nor any of our affiliates (collectively, “Affiliated Entities”), nor Newchip, shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, or of any Service, content, feature or product offered through the Site. Your continued use of the Site after such changes will indicate your acceptance of such changes.
3. Jurisdictional Issues. The Site is not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in this Agreement. The Site may not be appropriate or available for use in some jurisdictions. Newchip and it’s partners do not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
4. Description of the Services. We provide entrepreneurs who register with NEWCHIP (“Entrepreneurs”) and use the Site with the ability to apply for startup evaluation and to submit business information for these and related purposes. In addition to information submitted by Entrepreneurs, Newchip and it’s partners may prepare due diligence materials regarding Entrepreneurs and their businesses. Information submitted by an Entrepreneur and due diligence materials prepared by Newchip, it’s Partner’s, and or Members is collectively referred to as “Entrepreneur Information”. Submission of Entrepreneur Information authorizes the sharing of such information by Newchip with Members, Partners, NEWCHIP-advised investment funds, and, from time-to-time, other angel networks, investors and funds. We provide Members with access to certain content, services and functionality as described in the Membership Agreement. Entrepreneur and Member services are collectively referred to as the "Services").
6. Rules of Conduct. While using the Site you will comply with all applicable laws, rules and regulations. In addition, we expect users of the Site to respect the rights and dignity of others. Your use of the Site is conditioned on your full compliance with these Terms including, without limitation, the rules of conduct set forth in this section; your failure to comply with such rules may result in termination of your access to the Site pursuant to Section 19 below. You agree that you will not:
- Use the Site and/or the Services for any fraudulent or unlawful purpose.
- Use the Site for the benefit of other persons or for purposes other than the uses permitted by the Entrepreneur registration terms or the Membership Agreement, as applicable.
- Use the Site to defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
- Impersonate any person or entity, including without limitation any representative of Newchip; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site; or express or imply that we endorse any statement you make.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Site (including, without limitation, by hacking or defacing any portion of the Site).
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site, the Services or information contained within the Site and Services, except as otherwise specifically permitted by Newchip.
- Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
- Remove any copyright, trademark or other proprietary rights notice from the Site or materials obtained from the Site.
- Frame or mirror any part of the Site without Newchip’s express prior written consent.
- Create a database by systematically downloading and storing Site content.
- Access the Site or any other person’s account without authorization including, but not limited to, misuse of Logins or other information.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without Newchip’s express prior written consent.
- Use the Site to advertise or offer to sell or buy any goods or services without Newchip’s express prior written consent.
- Post, transmit, or otherwise make available, through or in connection with the Site:
- Any material that would give rise to criminal or civil liability including, but not limited to, under applicable securities laws, laws governing computer fraud and abuse or in contravention of other regulations or private contracts;
- Any material that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," “phishing” or "phreaking."
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may, or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation.
- Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortuous; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
8. Entrepreneur Registration. Entrepreneurs are required to register with Newchip in order to use the Services provided through the Site. During registration, Entrepreneurs may be asked to provide the following information: full name, business name, mailing address, email address, telephone number(s), business summary and data and other biographical and professional information or due diligence documents. Entrepreneurs will also be asked to create a unique username and password (collectively, “Entrepreneur Login”). When an Entrepreneur applies or registers with the Site, an account will also be created with Newchip.com for the purposes of sharing Entrepreneur’s Information with other non-accredited, and accredited investors.
9. Login Use. Member Login and Entrepreneur Login are collectively referred to as “Login”. Your Login is for your personal use only, and not for use by or on behalf of any other person. You are responsible for maintaining the confidentiality of any Login you may use to access the Site, and agree not to transfer your Login, or lend or otherwise transfer your use of or access to the Site, to any third party. You are fully responsible for all interaction with the Site that occurs in connection with your Login. You agree to immediately notify Newchip of any unauthorized use of your Login or any other breach of security related to your account or the Site, and to ensure that you “log off”/exit from your account with the Site (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
10. User Generated and Third Party Links and Information. The Site permits Entrepreneurs and Members to upload and post data and materials to the Site. Entrepreneur-provided and Member-provided data and materials are posted for informational purposes only and are not independently verified by Newchip and/or it’s partner’s. Therefore, your reliance on such information is at your own risk. You should always verify information on our partner platform’s before making an investment. In addition, the Site may provide links to other websites and online resources. Because Newchip and it’s partners have no control over user generated content and/or other third-party sites and resources, you acknowledge and agree that Newchip, the Affiliated Entities and it’s partners and their respective employees, limited liability company members, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Released Parties”) are not responsible for the accuracy or availability of such user generated data and materials and/or external sites or resources, and the Released Parties neither endorse nor are responsible or liable for any user generated content that appears on the Site or content, advertising, products or other materials on or available through third-party sites or resources. Other web sites may provide links to the Site with or without our authorization. You acknowledge and agree that the Released Parties do not endorse such third-party sites, and are not and shall not be responsible or liable for any links from those sites to the Site, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.
YOU AGREE THAT YOUR USE OF THIRD PARTY (INCLUDING, WITHOUT LIMITATION ENTREPRENEUR AND/OR MEMBER-PROVIDED) WEBSITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEBSITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES. THE THIRD PARTY CONTENT IS PROVIDED ON AN "AS-IS" BASIS. Newchip shall have the right, at any time and in its sole discretion, to block links to the Site through technological or other means without prior notice.
11. Timeliness of content. All content on the Site is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.
12. Accuracy of Information. We attempt to ensure that the information that we provide on this Site is complete, accurate and current. Despite our efforts, the information on this Site may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on this Site.
13. Company's Proprietary Rights. The information and materials made available through the Site, are and shall remain the property of Newchip and its licensors, including it’s partners, and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Newchip to access and use the Site, you may view one (1) copy of any content on the Site to which we provide you access hereunder on any single computer solely for your personal use, provided that you keep intact all copyright and other proprietary notices. Except as expressly authorized in advance by Newchip in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, all or any part of the Site or any materials made available through the Site. Trade names, trademarks and service marks of Newchip include without limitation, Newchip® and any associated logos. All trademarks and service marks on the Site not owned by Newchip are the property of their respective owners. The trade names, trademarks and service marks owned by Newchip, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Newchip’s trade names, trademarks or service marks without our express prior written consent.
14. Securities Products; No Professional Advice. None of the information contained in the Site constitutes an investment recommendation, solicitation or offer by the Released Parties to buy or sell any securities, futures, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular Member’s or Entrepreneur’s investment requirements or financial situation. The information and services provided in the Site are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or clearing organization or where the Released Parties are not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all users.
15. DISCLAIMERS. The Site, the Services and all content, services and features available through the Site and Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON THE RELEASED PARTIES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. THE RELEASED PARTIES DO NOT ENDORSE ANY ENTREPRENEUR AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.
THE SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE. THE RELEASED PARTIES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NONINFRINGEMENT, AND TITLE.
16. Limitation of Liability. THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, DATA OR OTHER INTANGIBLES, OR LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED, arising out of or relating to YOUR USE OF THE SITE and/OR THE services (including, without limitation, your interaction with other users and any transactions you enter into with other users or otherwise through the site and services), EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE RELEASED PARTIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY CONTENT POSTED ON THE SITE BY NEWCHIP OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM LIABILITY OF NEWCHIP FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO NEWCHIP TO ACCESS AND USE THE SITE. OR $100 WHICHEVER IS LESS. applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. in such cases, the released parties’ total liability will be limited to the fullest extent permitted by applicable law. These limitations of liability and damages also apply with respect to damages incurred by you by reason of any products or services sold or provided on any linked sites or otherwise by third parties other than the released parties and received through the services or any linked sites. you acknowledge and agree that the released parties have offered the site and the services and entered into this agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and the released parties, and that the disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and the released parties. you acknowledge that the released parties would not be able to provide the site and the services to you on an economically reasonable basis without these limitations.
17. Security. While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we do not guarantee that the Site will be or remain secure, complete or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third party alteration to the Site, contact us at <a href="mailto:[email protected]">[email protected]</a> with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.
18. Indemnity. You agree to defend, indemnify and hold harmless the Released Parties, from and against all claims, losses, costs and expenses (including attorney’s fees) arising out of (a) your use of, or activities in connection with, the Site; or (b) any violation of this Agreement by you.
19. Termination. This Agreement is effective until terminated. Newchip, in its sole discretion, may terminate your access to or use of the Site, at any time and for any reason, including if Newchip believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Site will immediately cease. You agree that any termination of your access to or use of the Site may be effected without prior notice, and that Newchip may immediately deactivate or delete your Login and all related information and files associated with it, and/or bar any further access to such information or files. You agree that Released Parties shall not be liable to you or any third party for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Sections 3, 10, 13, 15, 16, 18 and 20 and those other Sections that by their nature are intended to survive termination shall survive any expiration or termination of this Agreement.
20. Governing Law; Arbitration. This Agreement is governed by and shall be construed in accordance with the laws of the State of Texas, U.S.A., without regard to its principles of conflicts of law. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. All disputes arising under or relating to these Terms shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by the terms and conditions of these Terms. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in the State of Texas. The arbitrator's decision shall be based upon the substantive laws of the State of Texas without regard to its principles of conflicts of law. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves confidentiality. The arbitrator's decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing herein shall preclude Newchip from seeking any injunctive relief or other provisional remedy in U.S. state or federal courts for protection of its intellectual property rights (including the rights of its licensors), and you agree to exclusive jurisdiction of the state and federal courts located in Austin, Texas, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
21. Contact Us. If you have any questions regarding the meaning of application of this Agreement, please direct such questions to <a href="mailto:[email protected]">[email protected]</a> Please note that e-mail communications will not necessarily be secure.
22. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send Newchip a notice requesting that Newchip remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Newchip a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to: Newchip®, Email: [email protected] . We suggest that you consult your legal advisor before filing a notice or counter-notice.
23. Relationship of the Parties; Conflicts. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Newchip. In the event of conflict between the terms of the Membership Agreement and this Agreement, the terms of the Membership Agreement executed by you (if any) will apply.
24. Miscellaneous. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in Newchip’s discretion. The Site may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Newchip will not be responsible for failures to fulfill any obligations due to causes beyond its control.
© 2018 NEWCHIP® unless otherwise noted. All rights reserved.