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").
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
with and have paid the applicable fees, 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 and your
Company (if your account is paid for by a Company) are each fully responsible
for your account and all activities that occur under your account, even if your
account is paid for by a Company. 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, if you purchase a
subscription to the Service, 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 have paid the
applicable fees 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
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.
D. FEES AND OTHER CONSIDERATION
1. Fees:
The license granted to you in these Terms is contingent upon your timely
payment to Cathedral of any applicable Subscription Fees for the Service in
accordance with Cathedral's then-current pricing policies. All such Subscription Fees are due and
payable within twenty (20) days after the date of invoice. You agree that you shall be responsible for
the payment of all taxes related to the Service and these Terms, other than
taxes based upon Cathedral's income.
2. 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.
3. 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
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
19426
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.
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.
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,________________.