By accessing or using any web site or service made available by Anduin Transactions, you acknowledge that you:
The following meanings shall apply in these terms of service: "Site" refers to any web site made available by Anduin Transactions "Services" refers to the Site and all services provided by Anduin Transactions. "Anduin", "we", "us" and "our" refer to Anduin Transactions and our affiliates (including officers, directors, employees, consultants, agents and representatives). "You" and "your" refer to each customer, Site visitor or user of any Services. If you access or use the Services on behalf of a company, organization, or other entity, then (a) "you" and “your” also refers to that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these terms of service, and (c) you agree to these terms of service on the entity's behalf.
Anduin provides an online collaboration platform for private funding transactions and fund subscription. We provide tools and materials to assist you with the organization, preparation, tracking, execution and storage of your own documents and related information. Anduin is designed to remember your usage data so that future transactions are simpler, quicker and easily repeatable. Our systems will analyze your content to provide you relevant data related to your transaction. Anduin will also provide aggregate, de-identified data regarding common usage and present practices used in transactions similar to yours. The documents and other materials available through the Services, including any descriptions, information and other help resources (collectively, the "Document Materials") are for informational purposes only; they are not legal advice and are not guaranteed to be correct, complete or up-to-date.
Our Services are not legal advice and there is no attorney-client relationship between you and us. Any materials prepared or distributed by Anduin are for general informational purposes only and do not constitute advertising, a solicitation or legal advice.
Anduin is not a law firm and does not provide any legal advice. Anduin does not review your documents or transactions for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. Our Services are not substitutes for the advice of an attorney and if you need legal advice for your specific matter, or if your matter is too complex to be addressed by our tools, you should consult a licensed attorney in your area. At no time is an attorney-client relationship or any other special relationship created between you and Anduin or any employee or other person associated with Anduin.
Anduin will occasionally provide information and analytics in regards to market standards and usage data related to the transactions facilitated on Anduin. Materials presented on Anduin site is for informational purposes only and should not be construed as investment advice. It is not a recommendation of, or an offer to sell or solicitation of an offer to buy, any particular security, strategy or investment product. Any analysis or discussion of investments, sectors or the market generally are based on current information, including from public sources, that we consider reliable, but we do not represent that any research or the information provided is accurate or complete, and it should not be relied on as such. Any views and opinions expressed in are current at the time of publication and are subject to change. Past performance is not indicative of future results. At no time will the provision of any information create any broker relationship between you and us. In the future, if Anduin were to undertake activities associated with brokering transactions you will be asked to explicitly agree to enter into a Broker relationship.
When you open an account to use or access certain Services or provide us with information in connection with a purchase or transaction, you must provide accurate, complete and current information. You will also be asked to provide a user name and password. You are entirely responsible for the maintaining the confidentiality of your password. You are solely responsible for the activity that occurs on your account. You must keep your account password secure and you may not use a third party's account at any time. You agree to notify Anduin immediately of any unauthorized use of your account, user name or password. Anduin shall not be liable for any losses you incur as a result of someone else's use of your account. You may be held liable for any losses incurred by Anduin due to someone else's use of your account or password.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system to access the Services in a manner that sends more request messages to the Anduin servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Anduin grants the operators of public search engines revocable permission to use spiders to copy materials from publicly accessible web pages at anduintransact.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (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 Services; (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 Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) using the Services 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 Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
We may, without prior notice, change the Services; stop providing the Services or features of the Services, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these terms of service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these terms of service. Any data, account history and account content residing on the servers running the Services may be deleted, altered, moved or transferred at any time for any reason in Anduin's sole discretion, with or without notice and with no liability of any kind. Anduin does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the servers running the Services.
You are solely responsible for your interactions with other users of the Services. We reserve the right, but have no obligation, to monitor disputes and interactions between you and other users. Anduin shall have no liability for your interactions with other users, or for any user’s action or inaction.
The Service allows you to post or upload transaction information, comments, questions, documents and other content (collectively, the "Content") and share that Content with others. You retain ownership of your Content, but by uploading it onto Anduin, you are granting us a license to use the Content to (i) provide you the Service and associated support; (ii) analyzing usage data; and (iii) improving the operation of the Service.
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, or to any animal; (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, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, 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, 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), rights of publicity and privacy. You acknowledge and agree that any User Content that you post may be displayed and disclosed to other users as permitted through the functionality of the Services. Anduin reserves the right, but is not obligated, to edit, remove, re-categorize, pre-screen, reject and/or otherwise modify any User Content that Anduin believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Services 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 this terms of service, "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:
By posting any User Content on the Services, you expressly grant, and you represent and warrant that you have a right to grant, to Anduin 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 Services. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under this this terms of service.
The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Services. We may retain and use your User Content as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your User Content quickly upon request. Please note, however, that there might be latency in deleting User Content from our servers and backed-up versions might exist after deletion. In addition, we do not delete User Content from our servers that you have in common with other users.
Subject to your compliance with the terms and conditions of this terms of service, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as designed. Anduin reserves all rights not expressly granted herein in the Services and the Anduin Content (as defined below). Anduin may terminate this license at any time for any reason or no reason.
Except as provided in this terms of service, Anduin retains all rights in the Services.
Except for your User Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the "Anduin Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Anduin and its licensors. Except as explicitly provided herein, nothing in this terms of service 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 materials or content accessible on the Services. Use of the Anduin Content or materials on the Services for any purpose not expressly permitted by this terms of service is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Anduin under any fiduciary or other obligation, and that we are free to use the Idea 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, Anduin does not waive any rights to use similar or related ideas previously known to Anduin, or developed by its employees, or obtained from sources other than you.
Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges. Anduin may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. You authorize Anduin to charge your credit card for all fees and charges incurred in connection with your use of the Services, including Anduin's fees, government fees, registered agent and other third party fees.If you register with us, you may cancel your account at any time; however, there are no refunds for cancellation. In the event that Anduin suspends or terminates your account or this terms of service, you understand and agree that you shall receive no refund or exchange for any Anduin Content, any unused time or service on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your account, or for anything else.
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 Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
You provide us your data at your own risk and consent to have it processed in the United States.
We respect content owner rights and it is Anduin’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 Services, please notify Anduin’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:
The above information must be submitted to the following: DMCA Agent, Anduin Transactions, Inc., 501 2nd Street Suite 300, San Francisco, CA 94107,
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 Anduin and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Anduin’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, Anduin has adopted a policy of terminating, in appropriate circumstances and at Anduin’s sole discretion, members who are deemed to be repeat infringers. Anduin may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax information contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
You agree to defend, indemnify and hold harmless Anduin and its agents, licensors, managers, and other affiliated companies, and 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 Services, including any data or content transmitted or received by you; (ii) your violation of any term of this terms of service, 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, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Services with your unique username, password or other appropriate security code.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE 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 ANDUIN OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ANDUIN AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
ANDUIN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ANDUIN SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ANDUIN WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANDUIN, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICES. UNDER NO CIRCUMSTANCES WILL ANDUIN BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANDUIN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OMMISSIONS OR INACCURACIES OF CONTENT; (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (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 SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) ANY USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. ANDUIN EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION THAT MAY BE DEEMED CONFIDENTIAL BY YOU OR ANY THIRD PARTY. IN NO EVENT SHALL ANDUIN, 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 ANDUIN HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ANDUIN 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.
The Services are controlled and operated from the United States. Anduin makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services 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 Services 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. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
This terms of service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Anduin without restriction.
You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed passive that do not give rise to personal jurisdiction over Anduin, either specific or general, in jurisdictions other than California. You expressly agree that your rights and obligations, this terms of service and any disputes shall be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of law rules The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Anduin that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in the City and County of San Francisco, California, unless submitted to arbitration as set forth in the following paragraph.
For any claim (excluding claims for injunctive or other equitable relief) under this terms of service where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You agree that, if an agent (e.g., an attorney, an employee, etc.) uses Anduin Services on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.
Anduin 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 conspicuous posting of such notice on our web site, as determined by Anduin in our sole discretion. Anduin reserves the right to determine the form and means of providing notifications to our users. Anduin 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. We recommend that you add firstname.lastname@example.org to your email address book to help ensure you receive email notifications from us. This is our entire agreement and if any portion is deemed invalid, the remaining provisions are valid.
This Agreement, together with any amendments and any additional agreements you may enter into with Anduin in connection with the Service, shall constitute the entire agreement between you and Anduin concerning the Services. If any provision of this Agreement is deemed invalid by a court of 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.
No waiver of any term of this terms of service shall be deemed a further or continuing waiver of such term or any other term, and Anduin’s failure to assert any right or provision under this terms of service shall not constitute a waiver of such right or provision.
Anduin does not sell, nor does it offer to sell, any securities. No information provided through the Services is intended to constitute, nor shall it be interpreted as, any such sale or offer to sell. Anduin is not a registered security broker or dealer and is not regulated under the securities laws. Any company, investor or other user who uses the Services in connection with a potential transaction does so at its own risk and is solely responsible for conducting its own legal, accounting and due diligence review. Anduin recommends that all companies and investors who use the Services seek legal counsel to review compliance with applicable federal, state and/or foreign securities laws and regulations, as well as the counsel of regulatory, tax and accounting advisors as applicable. In connection with any transaction involving securities, each user is required to assure compliance with all applicable securities laws and regulations. Any investor who intends to utilize the Services must be an accredited investor under United State securities laws, and it is your responsibility to verify such. A general solicitation or advertisement may result in the loss of an applicable securities law exemption. All materials on this site are strictly for informational purposed only. Anduin has not investigated, and is not responsible for, the accuracy or completeness of any information provided through the Services.