Effective Date: June 1, 2021
This Terms of Use (the "Agreement") is a binding contract between you, an individual user ("you"), and Republic Deal Room Advisor LLC, a Delaware limited liability company and a subsidiary of OpenDeal Inc. dba Republic ("Republic Deal Room Advisor," "we," "us," or "our"), and governs your use of any website owned or operated by or on behalf of Republic Deal Room Advisor, including all related subdomains) ("Site").
BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE THE SITE. If you are accessing the Site on behalf of a business or corporate entity (each an "Organization"), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, "User" (defined in Section 1(a)) and "you" in this Agreement will refer to the Organization.
Material Terms: As provided in greater detail in this Agreement (and without limiting the express language of this Agreement), you acknowledge the following:
You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
Republic Deal Room Advisor
ATTN: Legal Department, Republic
149 5th Avenue, Suite 2E,
New York, NY 10010
email: legal@republicdealroom.co
Without limiting any other terms of this Agreement, you agree not to (and not to attempt to):
The Site may contain links to third-party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by Republic Deal Room Advisor of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Republic Deal Room Advisor be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Republic Deal Room Advisor shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any Third-Party Site or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the terms of use and privacy policies of the individual Third-Party Sites. We strongly encourage you to carefully review the terms of use and privacy policies of any Third-Party Sites from which you access through our Site.
While our own staff works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the User community. If you choose to contribute by sending Republic Deal Room Advisor or our employees any ideas for, by way of example and not limitation, products, services, features, modifications, enhancements, content, refinements, technologies, promotions, strategies, product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Republic Deal Room Advisor, you agree that:
THE TERMS OF THIS SECTION 13 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING OTHER USERS, IN CONNECTION WITH YOUR USE OF THE SITE IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE THE Republic Deal Room Advisor PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Republic Deal Room Advisor Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this Agreement; or (b) your access to, use, or misuse of the Republic Deal Room Advisor Content, Trademarks, or any part of the Site; or (c) any false, inaccurate, or misleading information you provide to Republic Deal Room Advisor. Republic Deal Room Advisor will provide notice to you of any such claim, suit, or proceeding. Republic Deal Room Advisor reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this Section at your sole expense if Republic Deal Room Advisor believes that you are unwilling or incapable of defending Republic Deal Room Advisor’ interests. In such case, you agree to cooperate with any reasonable requests assisting Republic Deal Room Advisor’ defense of such matter at your sole expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver by any Investor of any of his, her, or its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.
By using the Site, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
This Agreement is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Republic Deal Room Advisor as a result of this Agreement or use of the Site. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Republic Deal Room Advisor to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Republic Deal Room Advisor unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and Republic Deal Room Advisor with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. The Section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of Republic Deal Room Advisor. “Assign” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. Republic Deal Room Advisor may assign this Agreement, including all its rights hereunder, without restriction. This Agreement may only be amended in a writing signed by you and an authorized representative of Republic Deal Room Advisor, except as provided in Section 1(b). You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so, and this Agreement will not be construed against you or Republic Deal Room Advisor as drafter.
If you would like to contact us for any reason email us at legal@republicdealroom.co.
Version 2020.0