ALL STAGE TERMS OF SERVICE

THESE TERMS OF SERVICE CREATE A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN ALL STAGE, INC. (“COMPANY”) AND THE USER OF THE SERVICE ENTERING INTO THIS AGREEMENT (“END USER”). END USER SHOULD CAREFULLY READ THIS AGREEMENT. THIS AGREEMENT GOVERNS END USER’S USE OF COMPANY’S SOFTWARE-AS-A-SERVICE PLATFORM THAT ALLOWS INVESTOR GROUPS TO COLLABORATE FOR OPTIMAL INVESTMENT PERFORMANCE AND ALLOWS FOUNDERS TO SHOWCASE THEIR INVESTMENT OPPORTUNITIES (THE “SERVICE”). BY USING OR OTHERWISE ACCESSING THE SERVICE, END USER AGREES TO BE BOUND BY THE FOLLOWING TERMS.

1. USE OF THE SERVICE

1.1 End User will not (a) make the Service available to, or use the Service for the benefit of, anyone other than End User, (b) sell, resell, license, sublicense, distribute, rent or lease the Service, or include the Service in a service bureau or outsourcing offering, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) interfere with or disrupt the integrity or performance of the Service or data contained therein, (e) attempt to gain unauthorized access to the Service or its related systems or networks, (f) permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, (g) copy the Service or any part, feature, function or user interface thereof, (h) frame or mirror any part of the Service, (i) access the Service in order to build a competitive product or service, (j) reverse engineer the Service (to the extent such restriction is permitted by law); (h) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; (i) modify, translate, or create derivative works based on the Service.

1.2 The Service may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Service End User represents and warrants that End User is not located in any such country or on any such list.

1.3 End User represents, covenants, and warrants that End User will use the Service only in compliance with these terms and conditions and all applicable laws and regulations. End User hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from End User’s use of Service. Although Company has no obligation to monitor End User ’s use of the Service, Company may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing.


2. CONFIDENTIALITY; PROPRIETARY RIGHTS

2.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of End User includes non-public data provided by End User to Company to enable the provision of the Service (“End User Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Service or as otherwise permitted herein) or disclose to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

2.2 End User shall own all right, title and interest in and to the End User Data. Company shall own and retain all right, title and interest in and to (a) the Service and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

2.3 Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning End User Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

2.4 End User represents and warrants that: (i) it has (and will have) processed, collected, and disclosed all End User Data in compliance with applicable law and provided any notice and obtained all consents and rights required by applicable law to enable Company to lawfully process End User Data as permitted by this Agreement; (ii) it has (and will continue to have) full right and authority to make the End User Data available to Company under this Agreement; and (iii) Company's processing of the End User Data in accordance with this Agreement and/or End User 's instructions does and will not infringe upon or violate any applicable law or any rights of any third party. End User acknowledges and agrees that any information provided by any End User to the Service may be disclosed to other End Users of the Service.

2.5 If End User connects the Service to any third-party platform, via an API or otherwise, in order to upload information from such third-party platform to the Service, End User represents and warrants that it has the right to so export such information, and in so exporting such information the End User will not be breaching the terms of any agreement with such third-party platform.


3. MARKETING

Upon prior approval of End User, which approval will not be unreasonably withheld, Company will have the right to use End User’s name and logo to list the End User as a customer of Company in its marketing and promotional materials.


4. TERM AND TERMINATION

In addition to any other remedies it may have, Company may terminate this Agreement if End User breaches any of the terms or conditions of this Agreement and does not cure such breach within thirty (30) days of notice. Upon any termination, Company will make all End User Data available to End User for electronic retrieval for a reasonable period of time, but thereafter Company may, but is not obligated to, delete stored End User Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification, and limitations of liability.


5. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


6. INDEMNIFICATION

6.1 End User shall hold Company harmless from liability to third parties resulting from a breach by End User of any term of this Agreement. End User shall not enter into any settlement agreement without the prior written approval of Company, which approval shall not be unreasonably withheld.

6.2 Company shall hold End User harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret. The foregoing indemnification obligation does not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with End User specifications, (iii) combined with other services or software where the alleged infringement relates to such combination, (iv) where End User ’s use of the Service is not strictly in accordance with this Agreement.


7. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNT EXCEEDING THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


8. GENERAL TERMS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by End User except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and End User does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions, and the parties submit to the exclusive jurisdiction and venue of the federal and state courts located in Boston, Massachusetts.


Latest update: January 9, 2023