Terms of Use

 

These Startout Terms of Use (the “Terms of Use”) apply to your visits to and use of our website at www.startout.org (the “Site”), which is offered by StartOut (“StartOut,” “we” or “us”).  By visiting, registering for an account at, or providing information through the Site, you signify that you have read, understood, and agree to be bound by these Terms of Use and to the collection and use of your information as set forth in our Privacy Policy at www.startout.org/privacypolicy.  We reserve the right to make unilateral modifications to these Terms of Use and will provide notice of these changes as described below.  These Terms of Use applies to all visitors, users, and others who provide information through, the Site (“Users”).

 

THESE TERMS OF USE CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

 

 

1. Use of Our Site
The Site provides information and features designed for the benefit of our members, and Lesbian, Gay, Bisexual, and Transgender (LGBT) entrepreneurs.

Eligibility to Use the Site 
These Terms of Use are a contract between you and StartOut. You must read and agree to these Terms of Use before using the Site.  If you do not agree, you may not use the Site.  Your use of the Site must comply with these Terms of Use and all applicable local, state, national, and international laws, rules and regulations.  Any use or access to the Site by anyone under 13 is strictly prohibited and in violation of this Terms of Use.  The Site should not be used by any Users previously blocked or removed from the Site by us.

License to Use the Site 
Subject to the terms and conditions of these Terms of Use, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site for your personal use as permitted by the features of the Site.  StartOut reserves all rights not expressly granted herein in the Site and the StartOut Content (as defined below).  StartOut may terminate this license at any time for any reason or no reason.

Site Accounts 
Your Site account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.  We may maintain different types of accounts for different types of Users.  For example, we may have different types of accounts with different levels of Site access and use for paid and unpaid Users.
You may not use another User’s account.  When creating your Site 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 account, and you must keep your account password secure.  We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account.  You must notify StartOut immediately of any breach of security or unauthorized use of your account.  StartOut will not be liable for any losses caused by any unauthorized use of your account.

Site Use Rules 
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site or StartOut Content in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to the StartOut servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site; (vii) collecting or harvesting any personally identifiable information, including account names, from the Site; (viii) using the Site for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Site; (xi) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; or (xii) bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or StartOut Content.

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

The Site provides a number of opportunities to connect with other StartOut Users, both digitally and in person (including, at StartOut events). You are solely responsible for your interactions with other StartOut Users and should use appropriate caution when sharing information with any other StartOut User, or in considering any advice from a StartOut User. StartOut takes no responsibility for any advice provided by any StartOut User, any business or other opportunities suggested by any StartOut User or any other interactions between StartOut Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.  StartOut shall have no liability for your interactions with other Users, or for any User’s action or inaction.

 

2. User Content
Some areas of the Site allow Users to post or provide content such as profile or directory information, information about their business including ideas and plans, financial performance, intellectual property, images, documents, ideas, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Site is referred to as “User Content”).  We claim no ownership rights over User Content created by you.  The User Content you create remains yours; however, by providing or sharing User Content through the Site, you agree to allow others to view, edit, and/or share your User Content, including in accordance with your settings and these Terms of Use.  StartOut has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Site.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, discriminatory, homophobic, transphobic, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.  You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy.  StartOut reserves the right, but is not obligated, to reject and/or remove any User Content that StartOut believes, in its sole discretion, violates any of these provisions.  You understand that publishing your User Content on the Site is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of these Terms of Use, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, 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 User Content, you affirm, represent and warrant the following:

 

1. You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Site and these Terms of Use, and each such person has released you from any liability that may arise in relation to such use.
2. You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
3. Your User Content and StartOut’s use thereof as contemplated by these Terms of Use and the Site 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.
4. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

 

StartOut takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Site. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Site, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.  You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that StartOut shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

 

3.User Content License Grant
By posting or otherwise making available any User Content on or through the Site, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to StartOut a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and StartOut’s (and its successors’ and affiliates’) activities, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.  You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under these Terms of Use.

 

4. Our Proprietary Rights
Except for your User Content, the Site and all materials therein or transferred thereby, including, without limitation, documents, information, reference materials, templates, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, webinars, music, and User Content belonging to other Users (collectively, the “StartOut Content”), and all Intellectual Property Rights related thereto, are the exclusive property of StartOut and its licensors (including other Users who post User Content to the Site).  Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any StartOut Content.  Use of the StartOut Content for any purpose not expressly permitted by these Terms of Use is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products or services (“Ideas”).  By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place StartOut under any fiduciary or other obligation, and that we are free to use the Ideas without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.  You further acknowledge that, by acceptance of your submission, StartOut does not waive any rights to use similar or related ideas previously known to StartOut, or developed by its employees, or obtained from sources other than you.

 

5. Paid Memberships

Billing Policies. Certain aspects of the Site, such as paid memberships, may be provided for a fee or other charge. StartOut may add new services for additional fees and charges, add or amend fees and charges for existing services and memberships, at any time in its sole discretion.

No Refunds. You may cancel your StartOut account or membership at any time; however, there are no refunds for cancellation. In the event that StartOut suspends or terminates your account, membership, or these Terms of Use, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription or membership, or for anything else.

Payment Information. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Site must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Site at the prices in effect when such charges are incurred.

 

6. No Professional Advice
StartOut Content may include information on topics related to starting, funding, or operating a business, which may relate to business, legal, financial, or other matters.  Such information is provided “as is”, is for informational purposes only, and should not be construed as professional advice.  No action should be taken based upon any information contained on the Site or in the StartOut Content.  You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

 

7. Privacy
We care about the privacy of our Users. You understand that by using the Site you consent to the collection, use and disclosure of personal information as set forth in our Privacy Policy at www.startout.org/privacypolicy, and to have your personal information collected, used, transferred to and processed in the United States.

 

8. Security
StartOut cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

 

9. DMCA Notice
Since we respect artist and content owner rights, it is StartOut’s 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 the Site, please notify StartOut’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Site;
4. Information reasonably sufficient to permit StartOut to contact you, such as your address, telephone number, and, e-mail address;
5. 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
6. 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 the following DMCA Agent:

 

Attn: DMCA Notice
StartOut, Inc.
1001 Avenue of the Americas
14th Floor, New York, NY 10018

 

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 StartOut and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with StartOut’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.

 

In accordance with the DMCA and other applicable law, StartOut has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers.  StartOut may also at its sole discretion limit access to the Site and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

 

10. Third Party Links and Information
The Site may contain links to third-party materials that are not owned or controlled by StartOut.  StartOut does not endorse or assume any responsibility for any such third party sites, information, materials, products, or services.  If you access a third-party website or service from the Site or share your User Content on or through any third party website or service, you do so at your own risk, and you understand that these Terms of Use and StartOut’s Privacy Policy do not apply to your use of such sites. You expressly relieve StartOut from any and all liability arising from your use of any third party website, service, or content, including without limitation User Content submitted by other Users.  Additionally, your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers.  You agree that StartOut shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

 

11. Indemnity
You agree to defend, indemnify and hold harmless StartOut and its agents, licensors, managers, and other affiliated organizations, and each of their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any provision of these Terms of Use, including without limitation your breach of any of the representations and warranties above; (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) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Site with your unique username, password or other appropriate security code.

 

12. No Warranty
THE SITE AND STARTOUT CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  USE OF THE SITE AND STARTOUT CONTENT IS AT YOUR OWN RISK.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND STARTOUT CONTENT 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 COMPANY OR THROUGH THE SITE OR STARTOUT CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.  WITHOUT LIMITING THE FOREGOING, STARTOUT, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE SITE OR STARTOUT CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR STARTOUT CONTENT WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE OR STARTOUT CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR STARTOUT CONTENT IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SITE OR STARTOUT CONTENT.

 

STARTOUT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY USER OR THIRD PARTY THROUGH THE SITE OR STARTOUT CONTENT OR THROUGH ANY HYPERLINKED WEBSITE OR SERVICE, AND STARTOUT HAS NO OBLIGATION TO BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND OTHER USERS OR 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. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STARTOUT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS 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, THE SITE OR STARTOUT CONTENT.  UNDER NO CIRCUMSTANCES WILL STARTOUT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STARTOUT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF STARTOUT CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR STARTOUT CONTENT; (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 THE SITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY STARTOUT CONTENT; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.  IN NO EVENT SHALL STAROUT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO STARTOUT HEREUNDER OR $100.00, WHICHEVER IS LESS.

 

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF STARTOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

The Site is controlled and operated from facilities in the United States. StartOut makes no representations that the Site is appropriate or available for use in other locations.  Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.  You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

 

14. Governing Law, Class Action and Jury Trial Waiver

1. Governing Law.You agree that: (i) the Site shall be deemed solely based in New York; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York.  These Terms of Use shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York 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, including any provisional relief required to prevent irreparable harm.  You agree that New York County, New York is the sole and exclusive forum for any lawsuits that relate to the Site, StartOut Content, or these Terms of Use, and you agree to submit to the jurisdiction of the federal and state courts in that county.  You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms of Use shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

2. Class Action and Jury Trial Waiver.  WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE 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 AGREE THAT YOU AND STARTOUT 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. Mandatory 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 STARTOUT. For any dispute with Startout, you agree to first contact us at info@startout.org and attempt to resolve the dispute with us informally. In the unlikely event that StartOut has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York County, NY, unless you and StartOut agree otherwise. If you are using the Site 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 shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Site 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 attorney’s 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. Nothing in this Section shall be deemed as preventing StartOut 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.

 

16. Investor Platform Disclosure
YOUR USE OF THE INVESTOR PLATFORM OFFERED BY STARTOUT (THE “PLATFORM”) IS SUBJECT IN ALL RESPECTS TO THE TERMS OF SERVICE LOCATED AT [URL] AND PRIVACY POLICY LOCATED AT [URL]. YOU UNDERSTAND THAT ANY SECURITIES LISTED ON THE PLATFORM MAY NOT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATES. YOU UNDERSTAND THAT SUCH SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE PLATFORM IS INTENDED TO BE A PLATFORM THAT DOES NOT CONSTITUTE “GENERAL SOLICITATION” AS THAT TERM IS GENERALLY UNDERSTOOD UNDER THE SECURITIES ACT AND RELATED REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR SECURITIES OFFERING OR SECURITIES PURCHASE, AS APPLICABLE, COMPLIES WITH THE SECURITIES ACT, STATE SECURITIES LAWS AND ALL OTHER APPLICABLE FEDERAL AND STATE LAWS. IF YOU ARE AN ISSUER, TO THIS END, YOU HEREBY REPRESENT AND WARRANT THAT (A) YOU ARE NOT OTHERWISE ENGAGING IN GENERAL SOLICITATION, (B) YOU ARE NOT DIRECTING ANY PERSON TO THE PLATFORM IN ORDER TO INVEST IN YOUR SECURITIES AND (C) YOU DO NOT INTEND TO SELL ANY SECURITIES OFFERED THROUGH THE PLATFORM TO ANY NON-ACCREDITED INVESTOR. IF YOU ARE AN INVESTOR, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AN ACCREDITED INVESTOR (AS THAT TERM IS DEFINED UNDER THE SECURITIES ACT) AND THAT YOU HAVE SUFFICIENT EXPERIENCE IN INVESTMENT MATTERS TO UNDERSTAND THE RISKS OF INVESTING IN UNREGISTERED SECURITIES AND STARTUP COMPANIES.

 

17. General

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by StartOut without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to the Terms of Use. StartOut 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 the Site, as determined by StartOut in our sole discretion. StartOut reserves the right to determine the form and means of providing notifications to our Users. StartOut is 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.  StartOut may, in its sole discretion, modify or update these Terms of Use from time to time, and so you should review this page periodically.  When we change the Terms of Use in a material manner, we will update the ‘last modified’ date at the bottom of this page.  Your continued use of the Site after any such change constitutes your acceptance of the new Terms of Use.  If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Site.

Entire Terms of Use/Severability. This Terms of Use, together with any amendments and any additional agreements you may enter into with StartOut in connection with the Site, shall constitute the entire agreement between you and StartOut concerning the Site. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

No Waiver. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and StartOut’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Contact. Please contact us at info@startout.org with any questions regarding these Terms of Use.

 

These Terms of Use were last modified on January 13, 2017