Last Updated: 1 November 2018
The Platform is provided solely to: (1) assist you to store and manage information, including documents, records and files about your private investments (2) view a dashboard reflecting the financial information with regards to your private investments, based on information provided by you and (3) facilitate communications between PE Gate, Members, Investee Companies, target companies, Member portfolio companies and Professionals, including communications regarding investment opportunities, transactions, performance and related matters (collectively, the “Permitted Use”).
Subject to compliance with our recordkeeping requirements under applicable securities laws, the governing documents of our Investee Companies or other applicable contractual provisions, we reserve the right to change or remove any information, data, files, material or content (including, but not limited to, details, features and availability of services through the Platform, including reports, deliverables and other information about Investee Companies) contained on, or created or provided through the Platform (the “Content”) at any time and without notice.
2. License Grants
Other than information provided by you about your existing investments which are not Investee Companies (“Member Data”), all Content, including, without limitation, all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by PE Gate and are protected by copyright, trademark and other intellectual property laws. PE Gate does not obtain any ownership, license or other rights to Member Data and is not authorized to share Member Date without your consent.
4. User Account
You will be required to create a user account through the Website to access and use the GATE. Once you register, you will be asked to provide a username and password which will provide you with access to the GATE. PE Gate may, at its sole discretion, elect not to issue you a user account. If you are issued with a user account, you will keep your password secure and will not share your password with anyone else. You are solely responsible for the activity that occurs on your user account. You must notify us immediately of any breach of security or unauthorized use of your user account. PE Gate reserves the right to disable any user account issued to you at any time and without notice in PE Gate’s sole discretion.
5. Use of the Platform
Without limiting the generality of the foregoing, you will not (and will not attempt to), as applicable:
(a) send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Platform any data, information, pictures, videos, music, or other materials or content that:
(i) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation or commercial electronic message;
(ii) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
(iii) you do not have the lawful right to send, upload, collect, transmit, store, use, publish or otherwise communicate;
(iv) is false, intentionally misleading or impersonates any other person;
(v) is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
(vi) is harmful to minors in any way or targeted at minors;
(vii) violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
(viii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
(b) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of service attack);
(c) attempt to gain unauthorized access to the Platform;
(d) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code;
(e) use the Platform for the purpose of building a similar or competitive product or service;
(f) harvest or otherwise automatically collect any information (including without limitation personal information) about other users of the Platform, including, without limitation, e-mail addresses, without the express consent of such users;
(g) use the Platform or Content (including without limitation when communicating with other users of the Platform) under a false identity, or forge or otherwise manipulate identifying information in order to disguise or mislead others about the origin of any material transmitted by you through the Platform; or
6. Third Party Websites
The Website may contain links to third party websites or content posted on third party websites (the “Links”). PE Gate provides the Links only as a convenience to help you identify and locate other Internet resources that may be of interest.
You acknowledge that in providing the Links PE Gate:
1. does not endorse any third party website or content accessible via the Links;
2. does not act as an editor, publisher or disseminator of any content accessible via the Links and does not control or monitor any third party website or content;
3. does not make any representation or warranty of any kind regarding the Links;
4. is not responsible, directly or indirectly, in any way for the accuracy, relevancy, completeness, timeliness or legality of any content accessible via the Links; and
5. is not responsible, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your use of, or reliance on, any of the Links.
You agree that you are solely responsible for:
1. taking all protective measures to guard against viruses and other destructive elements;
2. abiding by the terms and conditions of use and the privacy policies posted at the third party websites; and
3. evaluating the content accessible via the Links and bearing all risks associated with your use of, and reliance on, any such content.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE PLATFORM AND CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. USE OF THE PLATFORM AND THE CONTENT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE PLATFORM OR THE CONTENT IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
9. Limitation of Liability
MEMBERS, INVESTEE COMPANIES AND PROFESSIONALS USING THE PLATFORM ARE NOT CONTRACTORS, AGENTS OR EMPLOYEES OF PE GATE. PE GATE IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES, FRAUD, MISCONDUCT OR NEGLIGENCE OF ANY INVESTOR OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.
You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any liabilities, claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature including but not limited to legal and accounting fees arising out of or in connection with or as a result of:
(a) your breach of your warranties, conditions, covenants or representations described hereunder;
(b) your use of the Platform and Content;
(c) your violation of any applicable law or the rights of a third party (including without limitation, privacy or intellectual property rights); or
You agree to pay to PE Gate any and all costs, damages and expenses, including but not limited to reasonable legal fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit or proceeding. In such case, you agree to cooperate with all reasonable requests to assist us in the defense of any claim that is the subject of your obligations hereunder.
11. Term and Survival
12. General Provisions
(f) Force Majeure. We will not be liable for delays caused by any event or circumstances beyond PE Gate’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service failures or delays.