This Artemis (“Manager”) web site (“Web Site”) is intended solely for the use of prospective business partners/portfolio companies of Manager’s clients. This Web Site is not for use by financial intermediaries, vendors, brokers and companies in which Manager invests.
Terms and Conditions of Website Use Agreement
- Acceptance of the Terms and Conditions.
1.1 Manager grants you a limited right to use the Web Site. Your right to use the Web Site is subject to your agreement to abide by these Terms and Conditions (the “Agreement”) in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Web Site. At any time and for any reason we may revoke your right to use all or any portion of the Web Site. You may not violate or attempt to violate the security of the Web Site.
1.2 You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms & Conditions” link on the Web Site. The revised terms and conditions will become effective upon posting (the “Effective Date”). If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and using the Web Site. Any use of the Web Site after such Effective Date shall constitute your acceptance of such revised terms and conditions.
- Use of the Web Site.
2.1 This Web Site contains material and information including, but not limited to, software, text, graphics, data and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Web Site and Content are protected by copyright under both United States and foreign laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
2.2 The trademarks, service marks, and logos of Manager (the “Manager Trademarks”) used and displayed on this Web Site are registered and unregistered trademarks or service marks of Manager. Other company, product, and service names located on the Web Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with Manager Trademarks, the “Trademarks”). Nothing on this Web Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Web Site without the prior written consent of Manager, or any such third-party owners of such Trademark, specific for each such use. The Trademarks may not be used to disparage Manager or the applicable third-party, Manager’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademark as part of a link to or from any site is prohibited unless Manager, in advance, in writing, approves the establishment of such link. All goodwill generated from the use of any Manager Trademarks shall inure to Manager’s benefit.
2.3 No user of this Web Site may (a) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (b) use any device, software, or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or making up the Web Site, (d) delete or alter any material posted by any other person or entity, or (e) frame or link to any of the materials or information available from the Web Site.
2.4 The Web Site may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
2.5 Elements of the Web Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as expressly permitted by this Agreement. None of the Content for this Web Site may be retransmitted without express written consent from Manager for each and every instance.
Notwithstanding the foregoing, and unless Manager grants you broader rights under a separate written agreement, you are granted a limited license to print or download one copy of the materials or Content on the Web Site on any single computer for your personal, non-commercial use; subject, however, to any express terms and conditions displayed with such materials or Content. Systematic retrieval of data or other Content from the Web Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Manager is prohibited. In addition, use of the Content or materials for any purpose not expressly permitted in these Terms is prohibited. You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Web Site. Except as expressly provided above, all rights are reserved.
As discussed above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the Web Site is strictly prohibited without the express written permission of Manager or as provided in a separate written agreement with Manager. Among other things, except to the extent required for the limited purpose of reviewing material on the Web Site, electronic reproduction, adaptation, distribution, performance or display is prohibited. Use of any of Manager Trademarks as metatags on other websites also is strictly prohibited. Permission to use certain content or materials in a manner prohibited by this Section 2 is granted only when certain limited criteria are met.
- Representations and Warranties.
You make certain representations and warranties regarding your use of the Web Site. You represent and warrant that (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this Agreement; (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this Agreement; and (iii) you will not delete any Content.
- No Offer or Solicitation.
All Content is for informational purposes only. Nothing on the Web Site is an offer or solicitation to buy or sell any security. Although the Web Site may include investment-related information, nothing on the Web Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. We do not give any advice or make any representations through the Web Site as to whether any security or investment is suitable to you or will be profitable. Nothing on the Web Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE.
There are various risks you assume in relying on the Content. Dated Content speaks only as of the date indicated. We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Web Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. We may change all or any portion of the Site at any time without notice to you. We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party. You agree that we are not liable for any action you take or decision you make in reliance on any Content.
- No Liability for Technological Problems.
Manager is not liable for any technological problems and any impact that it may have. All or any portion of the Web Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the Web Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Web Site is secure, but we do not guarantee the security of the Web Site. We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Web Site. We are not liable for any defects, delays or errors in or resulting from your use of the Web Site.
- Limitation of Liability and Disclaimer of Warranties.
MANAGER, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “MANAGER PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING, BUT NOT LIMITED, TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. MANAGER PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR TIMELINESS, RELIABILITY, SEQUENCE, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE CONTENT FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.
THE MANAGER PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR FREE OR THAT THIS WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MANAGER PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. MANAGER PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL ANY MANAGER PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A MANAGER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF MANAGER PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless Manager, from and against any and all claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your access to, use or misuse of the Content or Web Site; (ii) your breach of this Agreement or any representation, warranty or covenant made by you in this Agreement; (iii) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights; or (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this Agreement. Manager shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. Manager reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Manager’s defense of such matter.
- Termination of the Agreement.
9.1 Manager reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Web Site or the Content, at any time and for any reason without prior notice or liability. Manager reserves the right to change, suspend, or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability.
9.2 If this Agreement is terminated, Sections 2 (Use of the Web Site), 3 (Representations and Warranties), 6 (Confidentiality), 8 (Limitation of Liability and Disclaimer of Warranties), 9 (Indemnification), 10 (Termination of the Agreement), 13 (Choice of Law and Forum), 14 (Severability and Integration) and 16 (Dispute Resolution) shall survive the termination of this Agreement.
- User Must Comply with Applicable Laws.
10.1 This Web Site is based in Boston, Massachusetts. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
10.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
- U.S. Government Restricted Rights.
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Web Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Site and Content.
- Choice of Law and Forum.
This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Manager to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Manager unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
- Severability and Integration.
Except as expressly agreed by Manager and you, this Agreement, together with your obligations with respect to the Subscription Agreement(s), if any, along with all other notices, disclaimers, policies and agreements displayed and/or made available through the Web Site, constitutes the entire Agreement between you and Manager with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. In the event of a conflict between these Terms and the Subscription Agreement(s), if any, under which you are authorized to use the Services, then the terms of such Subscription Agreement(s) shall govern. If any part of these Terms is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you. Manager is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
Manager uses the personally identifiable information that it gathers primarily to communicate with you and, generally, it does not share this information with third parties. Manager uses return email addresses to answer the email that it receives. Such addresses are not used for any other purpose and are not shared with outside parties. However, Manager may disclose such information if it has received your permission beforehand or in very special circumstances, such as when it believes that such disclosure is required by law or other special cases described below.
Manager may also disclose personally identifiable information in special cases when it has reason to believe that disclosing this information is necessary to identify, contact, or bring legal action against you or someone else who may be violating these Terms or may be causing injury to or interference (either intentionally or unintentionally) with Manager’s rights or property, other users of the Web Site, or anyone else that could be harmed by such activities. Manager may disclose or access personally identifiable information when it believes in good faith that the law requires it and for administrative and other purposes that it deems necessary to maintain, service, and improve its products and services.
Manager does not sell or rent personally identifiable user information to anyone. Manager will notify you at the time of data collection or transfer if your data will be shared with a third party, and you will always have the option of not permitting the transfer.
Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, while Manager strives to protect your personally identifiable information, it cannot ensure or warrant the security of any information that you transmit to it, and you do so at your own risk. Once Manager receives your transmission, it makes its best effort within the Web Site to ensure the security of the information on Manager’s systems.
To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Manager has put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information it collects online. Providers and/or third parties linked to our Web Site have separate privacy and data collection practices. Manager has no responsibility or liability for these independent policies. For more information regarding each provider, its site, and its privacy policies, return to that provider’s home page and click on its information link. All investors also receive a Privacy Notice which is incorporated by reference herein.
- Dispute Resolution.
All disputes arising out of or relating to these Terms or your use of the Web Site (“Disputes”) will be settled by final and binding arbitration conducted in Massachusetts, by a neutral arbitrator, in accordance with this Agreement and the then-current commercial arbitration rules of the American Arbitration Association. Each party will bear its own expenses, except that the prevailing party may recover the filing costs and the expenses of the arbitrator from the other party. Any award of the arbitrator will be in writing and will state the reasons for the award. Judgment upon an award may be entered in any court having competent jurisdiction. The arbitrator will not have the power to order pre-hearing discovery of documents or the taking of depositions, but may compel attendance of witnesses and the production of documents at the hearing. The parties, their representatives and participants and the arbitrator will hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and award. Any Disputes relating to your failure to pay billed charges for the Services are exempt from the requirement of binding arbitration. You agree that Manager will be entitled to obtain preliminary injunctive relief to enforce any of the terms of this Agreement against you pending a final determination in arbitration.