IMPORTANT NOTICE

 

Cathedral Equity Partners, LLC

CATHEDRALPARTNERS.COM

TERMS OF SERVICE

 

USE OF THE CATHEDRALPARTNERS.COM WEB SITE (THE “SITE”) AND THE MATERIALS AND SERVICES PROVIDED BY CATHEDRAL EQUITY PARTNERS, LLC (COLLECTIVELY, THE "SERVICE") ARE SUBJECT TO THE FOLLOWING TERMS OF SERVICE TOGETHER WITH THE PRIVACY POLICY POSTED BY CATHEDRAL PARTNERS (COLLECTIVELY, THIS DOCUMENT AND THE PRIVACY POLICY ARE THE "TERMS"). 

CLICKING THE “ACCEPT” BUTTON BELOW OR OTHERWISE USING THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.  IF YOU DO NOT EXPRESSLY ACCEPT THESE TERMS BY CLICKING THE “ACCEPT” BUTTON, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU WILL NOT BE PROVIDED ACCESS TO THE SECURE AREAS OF THE SERVICE.

CATHEDRAL EQUITY PARTNERS, LLC MAY REVISE THESE TERMS, INCLUDING THE PRIVACY POLICY, AT ANY TIME WITH OR WITHOUT NOTICE BY POSTING THE REVISED TERMS ON THE SITE, OR BY SENDING THE REVISED TERMS TO YOU.  IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND THE PROVISIONS OF ANY APPLICABLE WRITTEN AGREEMENT BETWEEN YOU AND CATHEDRAL EQUITY PARTNERS, LLC, THE TERMS OF THE WRITTEN AGREEMENT SHALL CONTROL. 

A.  LICENSE

 

1.     Description of Service:  Through the Service, Cathedral Equity Partners, LLC ("Cathedral") provides you with the resources to access and search our extensive database of businesses seeking funding, private equity and hedge funds, intermediaries, investment banks and other companies (each a “Company”).  Once you have registered, you will be provided with the ability to enter your investment or funding criteria and store your customized search and contacts on the Service (together with all materials saved, uploaded or otherwise contributed by you to the Service, collectively referred to as "Your Content").  The Service may also include a system alert and notice service.  Requests to unsubscribe from a system alert and notice service will be honored when your subscription has been terminated.

You are responsible for obtaining access to the Service and that access may involve third party fees (such as ISP charges).  In addition, you must provide and are responsible for all equipment necessary to access the Service.

2.             Account registration and verification is required in order to use the Service.  During registration, you are required to provide accurate, complete and current information about yourself in all required fields.  If you are under 18 years of age, you may not use the Services.  Should any of your own information change after submitting it to Cathedral, you are required to update that information as soon as possible.  Should Cathedral suspect that your personal information is not complete, current or accurate, your account may be subject to suspension or termination at Cathedral’s sole discretion.

You are responsible for maintaining the confidentiality of your password and your other confidential information.  You are fully responsible for your account and all activities that occur under your account. You agree:  (a) not to provide your password to any third party; (b) not to allow any third party to access your account, other than as provided for herein; (c) to immediately notify us of any unauthorized use of your account or any other breach of security; and (d) that you will establish and maintain only one Cathedral registration at a time.

3.     Service License:  Subject to these Terms, Cathedral hereby grants you a limited non-exclusive, non-transferable license (without the right to sublicense or redistribute) to use the Service, solely for your personal business purposes and solely for the purpose of accessing and using the Service in accordance with these Terms.  The Service may only be accessed by the number of users for which you or your Company are authorized by Cathedral and you shall provide Cathedral with the name, e-mail address, and title of each user you have authorized (each, an “Authorized User”).  You shall notify Cathedral in the event any Authorized User ceases to be authorized to use the Services. Cathedral reserves the right to deny or withdraw a password to any Authorized User in its sole discretion.  Use of the Service is governed by the Terms current at the time of your use, and which may be revised from time to time. 

4.     Security.  You shall be held responsible for any breaches by you or any Authorized Users or other persons who gain access to the Service through you or your account.  You shall assist Cathedral to enjoin any conduct in violation of these Terms by any one, including any Authorized Users.

5.     Authorized Users:  You may access, install and/or use the Service only if you have agreed to these Terms and have been registered and authorized by Cathedral to use the Service.  If you are using the Service on behalf of a Company (regardless of whether it is a corporation or other type of entity), you represent that you have the authority to enter into this Agreement, and use and license the Service, on behalf of your Company, and that you are using your account, and the unique password assigned to you.  As noted above, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your account.  You are responsible for all activities that occur under your account or password.  In addition, you agree that in using the Service you shall not violate any law, regulation or governmental order.  You acknowledge that Cathedral has the right, but not the obligation, to periodically audit your use of the Service to ensure your compliance with these Terms and applicable laws.  You agree to immediately notify Cathedral of any unauthorized use of your account or any other breach of security of which you become aware.

B.         LICENSEE REPRESENTATIONS AND WARRANTIES

 You represent and warrant that you will not use the Service to:

1.   publish Your Content that you do not have a right to make available under any law or under any contractual or fiduciary relationships;

2.   publish Your Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights of any party;

3.   publish your Content or any other material that contains software viruses or any other computer code that interrupts, destroys or limits the functionality of any computer software or hardware or telecommunications equipment;

4.   publish your Content or any other material that is unlawful, fraudulent, harassing, libelous or obscene;

5.   knowingly interfere with or attempt to interfere with the proper working of the Service;

6.   knowingly take any action which imposes an unreasonable or disproportionately large load on the Service.

7.   intentionally or unintentionally violate any applicable local, state, national or international law, regulation or order.

C.  CONFIDENTIALITY

You shall not disclose, directly or indirectly, to any third party any portion of any confidential information provided to you by Cathedral ("Confidential Information"), including without limitation the confidential information posted by other users of the Site or the Services, without the prior written consent of Cathedral.  You shall not use or exploit such Confidential Information in any way except as permitted in writing by Cathedral.  You shall promptly return or destroy all materials containing such Confidential Information upon request of Cathedral and shall take all necessary precautions to protect the confidentiality of such Confidential Information and exercise at least the same degree of care in safeguarding such Confidential Information as you would with your own confidential information, but in no event less than a reasonable standard of care.  For purposes of this Section C, Confidential Information shall not include any information that is in the public domain prior to its disclosure to you by Cathedral, or that enters the public domain through no breach of any implied or express confidentiality agreement or provisions, nor any breach of any fiduciary duties.

Cathedral respects the privacy of all information you provide to Cathedral and shall use such information solely for the operations of Cathedral.  Specific policies regarding the use of such information are set forth in the Cathedral Partners Privacy Policy.

D.  OTHER CONSIDERATION

 1.   Additional Consideration - Publicity: In further consideration of the license granted hereunder, You agree to permit Cathedral to use your name and trademarks to identify you as a user of the Site, including without limitation on Cathedral's web sites, in Cathedral’s marketing materials, and in other sales and marketing activities.  Cathedral agrees to cooperate with you in reasonable publicity efforts, such as, for example, media releases and marketing materials in accordance with your reasonable requests.

 2.   Additional Consideration - Redistribution: In further consideration of the license granted hereunder, you agree to permit Cathedral to post or redistribute any of Your Content, subject to the Intellectual Property Rights described in these Terms.  Cathedral will at all times comply with its Privacy Policy and will use commercially reasonable efforts to protect your identity in any such posting or redistribution.

 

E.  INTELLECTUAL PROPERTY RIGHTS

 

1. General:  Cathedral holds and retains all right, title and interest in and to the Service, the related source code, any and all modifications to or derivatives of the Service, and any and all associated patents, copyrights, and other intellectual property rights therein.
2. Third Party Web Sites:  The Service may link to or otherwise allow access to web sites that are owned and/or operated by third parties and are not under Cathedral’s control (“Third Party Sites”). You acknowledge and agree that Cathedral provides such links to Third Party Sites only as a convenience and the existence of any link does not imply endorsement by Cathedral of any Third Party Site or any part of its content or any products or services available through that Third Party Site.
3. The Service and Your Content: The Service is separate and distinct from Your Content.  You retain any ownership rights that you may have to Your Content and Cathedral obtains no rights in or to Your Content except to the extent: (a) granted by you in these Terms or any applicable license; and (b) necessary for Cathedral to provide the Service to you and the other users of the Services and the Site, including without limitation for purposes of security and system operations, maintenance and enhancements.  You acknowledge that storing Your Content on the Cathedral network gives you no claim to any intellectual property rights in the Cathedral network, which are retained by Cathedral in accordance with these Terms and any applicable agreement.  You agree that you have and will keep additional copies of all data, information, and Confidential Information that you may have, store or distribute via the Site, and you hereby release Cathedral from any damages or liability in the event that any of your data is lost or damaged. 

4.     Injunctive Relief: You hereby acknowledge and agree that the Service is proprietary and confidential to Cathedral and that the Service contains valuable Cathedral trade secrets, the disclosure of which would cause Cathedral irreparable harm for which monetary compensation would be inadequate. You therefore further agree that if you breach your obligations under these Terms, Cathedral shall be entitled to seek injunctive relief from a court of competent jurisdiction without the need to post any bond or demonstrate actual damages.

5.     Notice and Procedure For Making Claims of Copyright or Intellectual Property Infringement:  Cathedral respects the intellectual property of others, and we ask our users to do the same.  Cathedral may, in appropriate circumstances and at its discretion, modify, disable and/or terminate access to the site by you or your Company in the event of claims or suspicion of infringement of copyright or other rights, including without limitation upon receipt of a notice alleging that you or another person in your Company has infringed their copyright or other rights (“Takedown Notice”).  Similarly, if you believe that the copyrights in your works have been infringed by another user of the Site, or if you believe that any other intellectual property rights or other rights you have been otherwise violated or infringed, please provide the copyright agent for Cathedral the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located; (d) your postal address, street address, telephone number, and email address; (e) a 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; (f) a statement by you that the above information in your Takedown Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.  Cathedral’s agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

Attention:  Copyright Agent

Cathedral Equity Partners, LLC 

500 Brook Road

Building 200

Conshohocken, PA 19428

Phone: 800-860-4519

Fax:      610-771-4770

Email address:  Support@cathedralpartners.com

 

F.  TERM AND TERMINATION

 

1.   These Terms shall become effective on the date of your first use of the Service and shall remain in full force and effect until terminated under this Section F.

2.   Cathedral may terminate your license to the Service (including your access to the Service) at any time without notice in the event that you violate these Terms.  You may terminate these Terms by providing written notice to Cathedral at any time.  Upon termination for any reason, you shall immediately cease use of the Service.  All other provisions of these Terms shall survive any such termination.

3.   Upon termination of these Terms by you or Cathedral for any reason or no reason, Cathedral may in its sole discretion keep or delete all of Your Content on the Site or in the Services.  You hereby release and hold Cathedral harmless for any loss of data you may suffer as a result of the deletion of Your Content.

G.  NO WARRANTY

 

1.   the Service is provided "AS IS" without warranty of any kind, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose or non-infringement.  Specifically, Cathedral does not warrant that you will have access at all times to the Service and CATHEDRAL does not warrant that the Service will meet your requirements or that the operation of the SERVICE will be uninterrupted or error-free.

 

2.   CATHEDRAL PROVIDES STORAGE OF YOUR CONTENT SOLELY FOR PURPOSES RELATED TO THE SERVICE.  YOU ARE SOLELY RESPONSIBLE FOR SEPARATE STORAGE AND BACK-UP OF ANY CONTENT THAT YOU STORE OR OTHERWISE CONTRIBUTE TO THE SERVICE.  ANY SUCH CONTENT IS STORED AT YOUR OWN RISK AND CATHEDRAL EXPRESSLY DISCLAIMS RESPONSIBILITY FOR ANY LOSS OF DATA THAT RESULTS FROM THE STORAGE OF ANY SUCH MATERIAL ON THE SERVICE, REGARDLESS OF HOW THE LOSS OCCURS.  NO CONTENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CATHEDRAL OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY.

H.  LIMITATION OF LIABILITY

 

1.   To the maximum extent permitted by applicable law and notwithstanding the failure of any remedy to fulfill its essential purpose:  In no event shall Cathedral, Cathedral's officers, directors, employees, agents, or distributors be liable to You or any other party for any loss or damages arising from or related to the use of the SerVICE, howsoever arising, or any damages related to thESE TERMS in excess of the amount of fees paid hereunder in the twelve (12) months preceding the event giving rise to the claim; and, in no event shall Cathedral, Cathedral's officers, directors, employees, agents, or distributors be liable for any indirect, special, punitive, or consequential damages, including without limitation, loss of profits, howsoever arising, even if informed of the possibility of such damages.  The foregoing allocation of risk is reflected in the fees charged under thESE Terms.

2.   SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS.  The Service is provided for informational purposes only, and nothing included in the Service is intended to be relied upon for trading or investing purposes or to take the place of required due diligence. Cathedral shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions made based on such information. 

I.  INDEMNIFICATION

You shall defend, indemnify and hold harmless Cathedral from all losses, claims, suits and expenses of any kind and description, including, without limitation, losses, claims, suits and expenses arising out of or in connection with property damage, or bodily injuries or death sustained by any person or persons whatsoever, which may result from or arise in connection with your use of the Service.

J.  DISPUTE RESOLUTION

In the event of a dispute between you and Cathedral, such dispute shall be resolved by binding arbitration under the Commercial Arbitration Rules and auspices of the American Arbitration Association by one arbitrator in Philadelphia, Pennsylvania.  The foregoing shall not prevent either party from seeking preliminary injunctive relief in a court of competent jurisdiction.  Any decision of the arbitrator shall be final and binding on the parties, and enforceable in any court of competent jurisdiction.

 

K.  Choice of Law and Forum

These Terms shall be governed for all purposes by the laws of the Commonwealth of Pennsylvania, excluding choice of law provisions. Subject to the provisions of the foregoing Section J, any action or proceeding seeking to enforce any provision of, or based on any right arising out of, these Terms may be brought against you or Cathedral in the Federal or State Courts in and for Philadelphia Pennsylvania.  You and Cathedral each consent to the exclusive jurisdiction and exclusive venue of such courts in any such action or proceeding and waive any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on either party to these Terms anywhere in the world.

L.  AMENDMENTS

Cathedral may amend these Terms at any time by posting the amended terms on www.cathedralpartners.com or by providing you with a copy of the amended terms by email or otherwise.  All amended terms shall automatically be effective once they are posted on www.cathedralpartners.com and shall apply to your activities regarding the Service beginning on the date of such posting.  Failure to comply with the current version of the Terms may result in account suspension or revocation.

M.  GENERAL

If any provision of these Terms is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of these Terms shall not be affected.  Your rights and obligations under these Terms may not be assigned, in whole or in part, without prior written consent of Cathedral and such other restrictions as set forth herein.  No waiver by either party of any rights under these Terms will be effective unless such waiver is in a writing signed by the party against whom enforcement is sought.  Any notices relating to these Terms should be sent via receipted delivery to Cathedral Equity Partners, LLC.