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These Terms of Service (these “Terms”) form a legal agreement between you (referenced herein as “you” or “your”) and NFX Capital Management, LLC (“NFX,” “we”, “our” or “us”) that governs your access and use of our websites, online service, services, mobile applications, and associated webpages, portals, features, software and documentation, including without limitation Signal, BriefLink, NFX Masterclass, Guilder, and ChatNFX (collectively, our “Service”). By accessing or using our Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms whether or not you are a registered user of our Service. You also acknowledge that you have read and understood how your personal information will be collected, used, and shared, as set forth in our Privacy Notice available at https://www.nfx.com/privacy (“Privacy Notice”). We reserve the right to modify these Terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access our Service (“Users”).

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION OF THESE TERMS. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS PROVIDED, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

Please note that if you are an individual and you access or use our Service on behalf of a company, founder, investor or other entity, such as your employer (together with its affiliates, an “Organization”), then: (i) these Terms are an agreement between us and you and us and that Organization; (ii) you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have that authority, you may not access or use our Service); (iii) your acceptance of these Terms will bind such Organization to these Terms; (iv) your individual right to access and use our Service may be suspended or terminated (and ownership and administration of your User Account (as defined below) may be transferred) if you cease to be associated with, or cease to use an email address associated with or provisioned by, that Organization; (v) we may disclose information regarding you and your use of our Service with such Organization; and (vi) the terms “you” and “your”, as used in these Terms, refer to both you and such Organization. If you sign up for our Service using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with your access to or use of our Service (or reimburses you for payment of such fees), or otherwise, then, we may deem you to be accessing and using our Service on behalf of that Organization in our sole discretion.

1. How We Administer our Service
   

• 1.1 Eligibility.

This is a contract between you and NFX. You must read and agree to these Terms before using our Service. If you do not agree, you may not use our Service. You may use our Service only if you can form a legally binding contract with us (and on behalf of your Organization, as applicable), and only in compliance with these Terms and all applicable local, state, national and international laws, rules and regulations. To use our Service, you must be located in the United States and at least eighteen (18) years of age or the age of majority in your legal jurisdiction (whichever is greater) or possess the consent of your legal guardian or parent. You represent and warrant that you meet the applicable age and location requirements and are competent to agree to these Terms. You further represent and warrant that you are not located in or under the control of any country or region that is on the list of countries and regions sanctioned or embargoed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC“). As of the last update to these Terms, this includes, but may not be limited to, Russia, Cuba, Iran, North Korea, Syria and the following regions of Ukraine: Crimea, Donetsk and Luhansk. The list of OFAC sanctioned countries and regions is subject to change, and you must comply with the list as published by OFAC. Individuals located in these countries or regions are prohibited from using our Service. Any breach of this clause will result in the immediate termination of your access to our Service. Our Service is not available to any Users we previously removed from our Service.

To use our Guilder services, you must be a founder of an NFX Portfolio Company.  If you cease to be a founder of an NFX Portfolio Company, NFX may (but is not required to) immediately terminate your access to the Guilder services.

• 1.2 User Accounts.

To access certain Services that we may establish and maintain from time to time, you may create an account on our Service (your “User Account”). We may maintain different types of User Accounts for different types of users. You acknowledge that you do not own your User Account. By connecting to our Service with a third-party service, such as Google, you give us permission to access and use your information from that service as permitted by that service, and to store your access tokens for that service.

You may not use another User’s Account without such User’s permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password(s) strong and secure. You must notify us immediately of any breach of security or unauthorized use of your User Account. We will not be liable for any losses caused by any unauthorized use of your User Account, or for any changes to your User Account, including your inability to access your User Account or Your Content (defined below), made by any individual with access to your User Account.

You may control certain aspects of your User Account profile and how you interact with our Service by changing the settings in your settings page. By providing us with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other newsletters or advertising messages, such as changes to features of our Service, investor news, and offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting our Service support team at legal@nfx.com or by clicking the unsubscribe link within each newsletter or advertising message. Opting out will not prevent you from receiving Service-related notices.

• 1.3 Changes, Suspension, and Termination.

You may cancel your User Account at any time. We may, without prior notice, change our Service, stop providing our Service or features of our Service to you or to Users generally, or create usage limits for our Service. We may permanently or temporarily terminate or suspend your access to our Service without notice and liability, without cause or for any reason, including if in our sole determination you violate any provision of these Terms. Upon termination for any reason or no reason, you continue to be bound by these Terms.

• 1.4 Your Interaction with Other Users.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND SHARING OF INFORMATION WITH OTHER USERS. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. WE EXPRESSLY DISCLAIM ALL LIABILITY ARISING FROM YOUR INTERACTIONS WITH OTHER USERS, OR FOR ANY USER’S ACTION OR INACTION, INCLUDING RELATING TO USE OF YOUR CONTENT.

2. What is Included in our Service, and What are the Restrictions.

• 2.1 Access to our Service.

Subject to your compliance with these Terms, you may access and use our Service for your own business purposes or personal use, as applicable, except as may be limited by your Organization as described above, all in accordance with these Terms and associated documentation we provide you.

• 2.2 Software License.

To the extent you receive any software from us in connection with our Service, subject to your compliance with these Terms, we grant to you a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable right and license to use our software solely as reasonably necessary for your use of our Service in accordance with these Terms.

• 2.3 Restrictions and Acceptable Use.

Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:

• • disassemble, reverse engineer, decode or decompile any part of our Service;
  • use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record our Service or to access our Service in a manner that sends more request messages to NFX servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that NFX grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from our Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
  • copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter or create derivative works of any part of our Service or any of our Intellectual Property (defined below) including without limitation by any automated or non-automated “scraping”;
  • use our Service in any manner that impacts (i) the stability of our servers, (ii) the operation or performance of our Service or any User’s use of our Service, or (iii) the behavior of other applications using our Service;
  • use our Service in any manner or for any purpose that (i) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, Intellectual Property Rights (as defined below), rights of privacy, or rights of personality, (ii) is fraudulent, false, deceptive or defamatory, (iii) promotes hatred, violence or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us, our providers, our suppliers, our Users, or any other third party;
  • use or display our Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of our Service, or otherwise to our detriment or disadvantage;
  • access any content on our Service through any technology or means other than those provided or authorized by our Service;
  • bypass the measures we may use to prevent or restrict access to our Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of our Service or the content therein, or ignore instructions contained in our robots.txt file.
  • attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Service;
  • transmit spam, chain letters, or other unsolicited email;
  • engage in any harassing, threatening, intimidating, predatory or stalking behavior, or any other behavior that violates the law or threatens the safety of other users;
  • use our Service for any commercial solicitation purposes;
  • transmit invalid data, viruses, worms or other software agents through our Service;
  • impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, use another person’s account without authorization from that person and NFX, or otherwise use our Service for any invasive, deceptive, or fraudulent purpose;
  • collect or harvest any personally identifiable information, including account names, from our Service;
  • develop or use any applications that interact with our Services without our prior written consent;
  • share passwords or authentication credentials for our Service, or otherwise circumvent the measures we may use to prevent or restrict access to our Service or enforce limitations on use of our Service; or
  • identify or refer to us or our Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent.

3. Terms Applying to Your Content.

Our Services may allow you and other users to create, post, store, share, and otherwise grant access to content, including images, links, resume information, slide decks, pitch decks, works of authorship, comments, posts, and bios and other materials. As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through our Service (“Your Content”). If you access the Services on behalf of an Organization, we may assume, in our sole discretion, that all of Your Content belongs to that Organization.

WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR CONTENT. However, you understand that certain portions of our Service may allow other users to view, edit, share, and/or otherwise interact with Your Content. By providing or sharing Your Content through our Service, you agree to allow others to view, edit, share, and/or interact with Your Content in accordance with your settings and these Terms. You agree to not to share, upload, provide, make available or otherwise store sensitive, proprietary, or confidential User Content on the Services. We have the right (but not the obligation) in our sole discretion to remove any of Your Content that is shared via our Service. You hereby grant each User a non-exclusive license to access Your Content through our Service, and to use, reproduce, distribute, display and perform Your Content, which you make available to such User through our Service.

You further grant, and you represent and warrant that you have all rights necessary to grant, to us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute, reproduce, publish, list information regarding, make derivative works of, and display Your Content: (i) to maintain and provide our Service; (ii) solely in de-identified form, to improve our products and our Service and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends (and we will own such de-identified data); and (iii) to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of our Service.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademarks (including without limitation all NFX logos, product and services names, slogans, and look and feel of the Services), trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with Your Content, you affirm, represent and warrant the following:

• • You have the written consent of each and every identifiable natural person in Your Content, if any, to use such person’s name or likeness in the manner contemplated by our Service and these Terms, and each such person has released you from any liability that may arise in relation to such use;
  • You have obtained and are solely responsible for obtaining all consents as may be required by law to post any of Your Content relating to third parties;
  • Your Content and our use thereof as contemplated by these Terms and our Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights;
  • Your Content does not include any information or material that a governmental body deems to be sensitive or classified information, and by providing Your Content to or through our Service, you are not violating the confidentiality rights of any third party;
  • Your Content does not contain any viruses or links to viruses or malicious sites, harmful or disruptive content or links to harmful or disruptive content, or is otherwise designed to cause damage or harm to any information system or individual;
  • We may exercise the rights to Your Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise;
  • You will not upload or make available through our Service: nudity or other sexually suggestive content; hate speech, threats or direct attacks on an individual or group; abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful racially, ethnically, or otherwise objectionable content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any persons personal information without their consent; and/or spam, machine-generated content, or unsolicited messages; and
  • To the best of your knowledge, all Your Content and other information that you provide to us is truthful and accurate, and otherwise reflects your honest views and expressions.

We may remove your User Content if, in our sole judgment, we determine Your Content is objectionable, restricts or inhibits any other person from using or enjoying our Services, violates any of the above conditions, or may expose NFX or others to any harm or liability of any type.

WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY OF YOUR CONTENT THAT YOU OR ANY OTHER USER OR THIRD-PARTY POSTS, SENDS, OR OTHERWISE MAKES AVAILABLE OVER OUR SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING, PUBLISHING IT, SHARING IT, OR OTHERWISE MAKING IT AVAILABLE ON OUR SERVICE, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR ONLINE DISTRIBUTION AND PUBLICATION OF YOUR CONTENT. YOU UNDERSTAND AND AGREE THAT ON OUR SERVICE YOU MAY BE EXPOSED TO CONTENT THAT IS INACCURATE, OBJECTIONABLE, INAPPROPRIATE FOR CHILDREN, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY CONTENT ACCESSED ON OR THROUGH OUR SERVICE.

4. NO OFFER, SOLICITATION, OR ADVICE.

Except to the extent expressly set forth in any solicitation materials provided through User Account accessible areas on some of our Services, or as otherwise expressly indicated by a NFX or an affiliate in writing, none of the Services or any content in the Services is intended to constitute (i) an offer, or solicitation of an offer, to purchase or sell any security, or any other asset, (ii) legal, tax, or investment advice or an offer to provide such advice, or (iii) any basis for making any investment decision.  Any content or information provided by NFX is strictly for general informational purposes only to educate NFX’s portfolio companies, and other prospective investors, entrepreneurs, and founders on venture capital concepts and other related subjects, which may not be complete or accurate.  None of the content or information provided by NFX purports to be complete, comprehensive, or balanced.  The Services and any related NFX content or material is not directed towards any specific existing or prospective investor.

Any investments or portfolio companies referenced in any of the Services or NFX websites are not representative of all investments or portfolio companies managed by NFX and in no way reflects the performance of any NFX investment vehicle as a whole.  Past performance is not indicative of future results and there is no assurance that any investments listed will be profitable or that any future investments will achieve comparable results or will otherwise be profitable.

5. Our Intellectual Property.

• 5.1 Ownership.

You acknowledge and agree that our Service, and all materials and content displayed or made available on or through our Service, other than Your Content, and all software, algorithms, code, technology and intellectual property underlying and included in or with our Service, and all Intellectual Property Rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any Intellectual Property Rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property. Use of our Intellectual Property for any purpose not expressly permitted by these Terms is strictly prohibited.

• 5.2 Feedback.

You may choose to, or we may invite you to submit, comments, feedback or ideas about our Service, including without limitation about how to improve our Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place NFX under any fiduciary or other obligation, we will own such Feedback, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

6. Our Privacy and Data Security Policies.

• 6.1 Privacy.

By using our Service, you acknowledge that we may collect, use, and disclose your personal information and aggregate and/or anonymized data as set forth in our Privacy Notice, available at https://www.nfx.com/privacy.

• 6.2 Security.

We have implemented technical and organizational measures designed to secure your data and information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you provide your data at your own risk.

8. Your Use of Third-Party Services.

OUR SERVICE MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS AND SERVICES (“THIRD-PARTY SERVICES”) THAT ARE NOT OWNED OR CONTROLLED BY US, AND CERTAIN FUNCTIONALITY OF OUR SERVICE MAY REQUIRE YOUR USE OF THIRD-PARTY SERVICES. IF YOU USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY’S TERMS AND CONDITIONS AND PRIVACY POLICY MADE AVAILABLE ON OR AGREED IN CONNECTION WITH THEIR SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM OUR SERVICE OR SHARE YOUR CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICES. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE, INCLUDING WITHOUT LIMITATION CONTENT SUBMITTED BY OTHER USERS.

9. Your Use of ChatNFX.

Your use of ChatNFX is subject to the following additional terms:

ChatNFX is a experimental, generative artificial intelligence platform based on large-language model technology that is enriched with five (5) years’ worth of NFX’s essays and podcasts.  When you use ChatNFX, you expressly agree to the following:

• • The responses generated by ChatNFX (the “Output”) may not always be accurate and are for informational purposes only, and you will not rely on Output from our Services as truth or factual information, or as a substitute for professional advice.
  • The Output does not in any manner represent, nor should it be construed as, legal, investment, tax, or financial advice, or as any offer or solicitation to buy or sell securities. ChatNFX is not and should not be used as a general guide to investing, or as a source of investment recommendations.
  • You are solely responsible for evaluating any Output for its accuracy and appropriateness as relevant to your question or inquiry.
  • ChatNFX may provide incomplete, incorrect, or offensive Output that does not reflect NFX’s views.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT.

10. Indemnity.

You agree to defend, indemnify and hold NFX and our affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your access to or use of our Service; (ii) your violation of any aspect of these Terms, including without limitation your breach of any of your representations and warranties; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) Your Content, including without limitation any misleading, false, or inaccurate information in Your Content; (vi) your willful misconduct; or (vii) any third party’s access to or use of our Service with your User Account.

11. No Warranty; Disclaimers.

OUR SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF OUR SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICE IS DOWNLOADED AT YOUR OWN RISK YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

THE CONTENT PROVIDED ON OR IN CONNECTION WITH OUR SERVICE IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE. SPECIFICALLY, WE DO NOT PROVIDE ADVICE OR ASSUME RESPONSIBILITY FOR ANY TRANSACTIONS RELATED TO MULTI-MEMBER PARTNERSHIPS, CORPORATE GOVERNANCE, DISTRIBUTION, PARTNERSHIP EQUITY VALUE, OR ANY RELATED MATTERS. ANY ACTIONS, DECISIONS, OR TRANSACTIONS UNDERTAKEN BASED ON THE CONTENT CONTAINED ON, MADE AVAILABLE THROUGH OR GENERATED BY OUR SERVICE ARE SOLELY AT YOUR OWN RISK. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ON THIS SITE OR IN CONNECTION WITH OUR SERVICE WITHOUT SEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. WE EXPRESSLY DISCLAIM ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF OR IN CONNECTION WITH OUR SERVICE.

FURTHER, NFX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND NFX WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT CONTAINED ON, GENERATED BY, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE; (VII) ANY ACTION OR INACTION OF ANY USER BASED ON ANY CONTENT CONTAINED ON, GENERATED BY, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE;  (VIII) YOUR DATA; OR (IX) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Confidential Information.

• 13.1 Confidential Information.

From time to time, either party to these Terms (the “Disclosing Party”) may disclose or make available to the other (the “Receiving Party”) non-public, proprietary, or confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information, including information from other Users shared via our Service, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure thereof; or (iv) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information.

• 13.2 Protection and Use of Confidential Information.

The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially-reasonable degree of care; (ii) only use the Disclosing Party’s Confidential Information, and only permit it to be accessed or used, for the purpose of exercising its rights or performing its obligations under these Terms, for the purpose of exploring a business relationship (or changes to the business relationship) between the parties, or for any other purpose consistent with the Privacy Notice; and (iii) not disclose any of the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s service providers or financial/legal advisors who need to know the Confidential Information and are bound to confidentiality obligations at least as restrictive as those in these Terms.

• 13.3 Compelled Access or Disclosure.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially-reasonable efforts to notify the Disclosing Party of such requirements to afford the Disclosing Party the opportunity to seek, at the Disclosing Party’s sole cost and expense, a protective order or other remedy.

• 13.4 Injunctive Relief.

Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.

14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver.

• 14.1 Governing Law.

You agree that: (i) we will be deemed solely based in the State of California; and (ii) our Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms will be governed by the internal substantive laws of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in these Terms and preempts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other Intellectual Property or proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

• 14.2 Arbitration. 

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of our Service, including receipt of any advertising, marketing, or other communications from us; (iii) any transactions through, by, or using our Service; or (iv) any other aspect of your relationship or transactions with us, directly or indirectly, as a User or consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at legal@nfx.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at legal@nfx.com and provide (i) your name, residence address, email address, and telephone number; (b) the nature and basis of the claim; and (c) the specific relief sought, in an attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after thirty (30) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the JAMS Streamlined Arbitration Rules then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in San Francisco, CA unless you and we agree otherwise. If you are using our Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using our Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

• 14.3 Class Action/Jury Trial Waiver.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

15. Export Controls.

You understand and acknowledge that our Service may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, nor any person to which you make our Service available or that is acting on your behalf, or, if you are an Organization, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (i) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (ii) a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.

16. DMCA Notice.

We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via our Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:

• • An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  • Identification of the copyrighted work that you claim has been infringed;
  • Identification of the material that is claimed to be infringing and where it is located on our Service;
  • Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  • A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to our DMCA Agent using the following contact information:

Address:
NFX
Attn: DMCA
34 Page Street
San Francisco, CA 94102

Email: legal@nfx.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying NFX and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with NFX’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Service and/or terminate the User Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.

17. Publicity Rights.

We may identify you as a User in our promotional materials. We will promptly stop doing so upon your request sent to legal@nfx.com.  We may also display your name and profile in a publicly facing area of our website until you ask us not to do so.

18. General Provisions.

• 18.1 Assignment. 

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

• 18.2 Notification Procedures and Changes to these Terms.

We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms or our Privacy Notice. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the last modified date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of our Service effective as of the start of your access to or use of our Service, even if such access or use began before publication of these Terms. Your continued use of our Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) our Service.

• 18.3 Entire Agreement/Severability.

These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Service, will constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Service. Except as otherwise stated in the Arbitration provision of these Terms, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

• 18.4 No Waiver.

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

• 18.5 Contact. 

If you have any questions about these Terms, please contact us at legal@nfx.com.

• 18.6 California Residents.

Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice:

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.