Investor Terms of Use (Investor – Non L.P.)

IMPORTANT!  THESE TERMS OF USE GOVERN YOUR USE OF THIS WEB SITE (“SITE”), WHICH IS PROVIDED BY Amplifier NETWORKS, LLC (“Amplifier”).  THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR OBLIGATIONS, ACCESS TO INFORMATION AVAILABLE ON THE SITE AND THE LIMITS OF AMPLIFIER’S LIABILITY.  THESE TERMS OF USE ARE SUBJECT TO CHANGE BY AMPLIFIER AT ANY TIME IN ITS DISCRETION.  YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES.  PLEASE CONSULT THESE TERMS OF USE REGULARLY.

1)      Access To This Site/Accuracy of Information and Accredited Investor Status

In order to use this Site to access Investor-related content and information about investment opportunities, you must complete and submit the online Accredited Investor Questionnaire.  It is a condition of your use of this Site that all the information you provide on this Site will be current, accurate and complete. 

You must update your Accredited Investor status annually.  We will remind you thirty (30) days prior to the anniversary date of your subscription of the need to update your Accredited Investor Questionnaire.  Failure to do so may result in termination or suspension of access to the Site.

Amplifier retains the right, in its sole discretion, to refuse access to this Site or any of its resources and/or to terminate or suspend your access at any time and for any reason, including but not limited to a belief by Amplifier that the information that you have provided is not current, accurate or complete.

 2)      Important Disclosures

Information about private investment opportunities for Amplifier Network members is found at a password-restricted location on this Site and is available only to members who qualify as Accredited Investors within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, and who meet other conditions for access.  (For the definition of “Accredited Investor” visit www.sec.gov).  The provision of this information is not intended to constitute an offer to sell or a solicitation of an offer to buy any securities and should not be construed as an offering or solicitation to any person in any state or other jurisdiction to which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction.

Amplifier does not offer to sell, solicit offers to buy or sell any securities of entrepreneur companies.  Any offering, and the negotiation and consummation of any sale of securities must be conducted away from this Site and use of this Site to facilitate any such investment-related activities is prohibited.  In addition to compliance with requirements prescribed by the Securities and Exchange Commission, an entrepreneur company that is posting information about an investment opportunity on this Site must meet the regulatory requirements of those states or other jurisdictions in which it proposes to offer securities.

The content of postings below are the sole responsibility of the author.  Neither Amplifier nor its affiliates have reviewed the posted information or assume any obligation to assure the accuracy or completeness of the information provided by entrepreneur companies. 

3)      Services Available

After agreeing to these Terms of Use and paying the subscription fees outlined below in paragraph 4), you will have access to the following services (“Services”):

• Specialized Investor News
• Review and Comment on Posted items

The following Services (sometimes referred to herein as “Restricted Services”) will not be accessible to you until:  (i) thirty (30) days after you agree to these Terms of Use and submit a complete Accredited Investor Questionnaire that demonstrates that you meet the requirements of an Accredited Investor under Regulation D (“Cooling Off” period); and (ii) Amplifier confirms receipt of payment of the Fees provided in section 4):

• Review of investment opportunities/executive summaries;
• Comment on posted investment opportunities;

4)      Fees

Amplifier retains the right to change the subscription fee or implement new or additional subscription fees upon ninety (90) days’ notice to you.  Notice will be deemed to be given if delivered to you in writing or by suitable electronic means.

5)      Restrictions On Use

You may use this Site only for purposes expressly permitted by this Site.  You may not use this Site for any other purpose, including any commercial purpose, without Amplifier’s express prior written consent.  For example, you may not (and may not authorize any other party to) (i) use the Site to negotiate or participate in the purchase or sale of a security, (ii) co‑brand this Site, (iii) frame this Site, or (iv) hyperlink to this Site without the express prior written permission of an authorized representative of Amplifier.  For purposes of these Terms of Use, “co‑branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site.  You agree to cooperate with Amplifier in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.

6)      Access and Security

Amplifier will issue one login and one password for each subscription provided.  All Site logins and passwords are for individual use only.  Amplifier may change your password from time to time.  You will be responsible for the security of your password and shall immediately notify Amplifier of any known or suspected unauthorized use(s) of your login or password or any other known or suspected breach of Site security.  You are responsible for all usage or activity associated with your login or password, including but not limited to use of the Site by any third party authorized by you to use your login or password.  Any fraudulent, abusive, or otherwise illegal activity are grounds for termination of your Site subscription, at Amplifier’s sole discretion, and Amplifier may refer you to appropriate law enforcement agencies.

You are prohibited from using any Services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Amplifier reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents.  Amplifier reserves the right to investigate suspected violations of these Terms of Use.

Amplifier reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Amplifier to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.  YOU WAIVE AND HOLD HARMLESS AMPLIFIER FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY AMPLIFIER DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER AMPLIFIER OR LAW ENFORCEMENT AUTHORITIES.

Amplifier reserves the right, in its sole discretion, to terminate or suspend your access to the Site at any time for any reason. 

7)      Information Posted on the Site

a)      The material, information and content accessible from this Site, and any other World Wide Web site owned, operated, licensed, or controlled by Amplifier (the “Content”) is the proprietary information of Amplifier or the party that provided the Content to Amplifier or posted the Content on this Site, and Amplifier or the party that provided the Content to Amplifier retains all right, title, and interest in the Content.  Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without Amplifier’s prior written consent, except that you may print out a copy of the Content solely for your personal use.  In doing so, you may not remove, alter or otherwise render unreadable, or cause to be removed, altered or otherwise rendered unreadable, any disclosures, legend, watermark, copyright, trademark, trade name, service mark, designation or any other proprietary notice appearing on any of the Content.  Modification or use of the Content except as expressly provided in these Terms of Use violates Amplifier’s intellectual property rights.  Neither title nor intellectual property rights are transferred to you by access to this Site. 

b)      You acknowledge that the Content on the Site may not represent all investment opportunities that are presented to Amplifier or its affiliates for review.   Amplifier and its affiliates retain sole discretion regarding the posting of such investment opportunities on the Site.  Amplifier or its affiliates may choose, in its sole discretion, to not post certain investment opportunities on the Site because it wishes to pursue such investment opportunities independently, because it believes that the investment opportunity does not merit posting or the Site or for any other reason.  Some investment opportunities may provide preferential priority of investment to affiliates of Amplifier and/or limited partners of Amplifier Venture Partners, L.P. 

8)      Hyperlinks

This Site may hyperlink to other sites which are not maintained by, or related to, Amplifier, including hyperlinks to other system users and vendors that may advertise on the Site.  Hyperlinks to such sites are provided as a service to users and are not sponsored by or affiliated with this Site or Amplifier.  Amplifier has not reviewed any or all of such sites and is not responsible for the content of those sites.  Hyperlinks are to be accessed at the user’s own risk, and Amplifier makes no representations or warranties about the content, completeness or accuracy of these hyperlinks or the sites hyperlinked to this Site.  Further, the inclusion of any hyperlink to a third-party site does not necessarily imply approval or endorsement by Amplifier of that site.

9)      Submission License

You hereby grant to Amplifier the royalty-free, perpetual, irrevocable, worldwide, non‑exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to Amplifier through this Site (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed.  Amplifier will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Amplifier operations. 

Amplifier will treat any personal information that you submit through this Site in accordance with its Privacy Statement. Amplifier’s current Privacy Statement can be accessed here.

10)  Submission Guidelines

a)      You may not post, send, submit, publish, or transmit in connection with this Site any Content that:

i)                    acts as a communication between those Site users designated as investors and entrepreneurs and relates to any investment opportunity that is listed on the Site, or could otherwise be construed as an unlawful solicitation for investment;

ii)                   you do not have the right to post, including proprietary material of any third party;

iii)                 violates any law or may be considered to violate any law, including but not limited to the federal and state securities laws and regulations;

iv)                 advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) other than those activities that are specifically authorized on this Site;

v)                  impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;

vi)                 includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;

vii)               contains forged “headers” or otherwise altered identifies in order to disguise the origin of any information posted on the Site;

viii)              advocates illegal activity or discusses an intent to commit an illegal act;

ix)                 is vulgar, obscene, pornographic, or indecent;

x)                  does not pertain directly to this Site;

xi)                 threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;

xii)               seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

xiii)              infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;

xiv)             disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this Site;

xv)               includes audio or video format files (e.g., MP3, WMV, etc.);

xvi)             amounts to a ‘pyramid’ or similar scheme;

xvii)            disobeys any policy or regulations established from time to time regarding use of this Site or any networks connected to this Site;

xviii)          collect or store personal data about other users; or

xix)             contains hyperlinks to other sites that contain content that falls within the descriptions set forth above.

b)      Amplifier reserves the right to monitor use of this Site to determine compliance with these Terms of Use, as well the right to remove or refuse the posting of any information for any reason.  You remain solely responsible for the information, opinions and other substance of your Content.  You acknowledge and agree that Amplifier, its affiliates or agents will assume or have any liability for any action or inaction by Amplifier, its affiliates or agents with respect to any submission.

11)  Priority of Investment Opportunities

a)      Some investment opportunities will be designated as “Amplifier Managed Opportunities.” Amplifier Managed Opportunities will be managed by an affiliate of Amplifier (“Amplifier Affiliate”). You agree to contact only the appropriate Amplifier Affiliate off Site with regard to potential investments in Amplifier Managed Opportunities.

b)      You acknowledge that Amplifier Managed Opportunities may be subject to fees or other charges imposed by the Amplifier Affiliate. 

c)      All direct or indirect communication between you and Entrepreneurs about all other prospective investments must be effected off the Site.

d)      Amplifier and its affiliates do not guarantee that you will be provided the opportunity to invest in the securities offered by any Entrepreneur which has posted information on the Site.

12)  User Representations and Warranties

You represent and warrant that:

a)      You will use the Site in accordance with these Terms of Use, as they may be in effect from time to time;

b)      All information that you have provided to Amplifier is current, accurate and complete;

c)      You shall, at all times, comply with all applicable laws, rules and regulations in connection with your use of the Site;

d)      You shall not use the Site to infringe, misappropriate or violate the rights of Amplifier or third parties, including but not limited to other Site users and Content providers;

13)  Disclaimer

a)      You understand, acknowledge and agree that the Site is designed as an educational and networking tool only, and that Amplifier is not engaged in rendering, nor is it representing itself as rendering legal, tax, financial, accounting, medical or other professional advice or opinions of any nature whatsoever to you or any other Site user. Furthermore, you understand, acknowledge and agree that it is your own responsibility to obtain independent legal, tax, financial, accounting, medical or other professional advice with respect to evaluating, agreeing, establishing and/or implementing any relationship or investment based on any of the material, information or strategies presented on the Site. Further, it is highly recommended that you take adequate time to review and evaluate whatever material or information received with whichever independent professional advisors you deem appropriate.  All of the information in this Site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this Site, and Amplifier does not undertake any obligation to update such information after it is posted or to remove such information from this Site if it is not, or is no longer, accurate or complete.

b)      You accept total responsibility for any agreement, understanding or relationship that you enter into with any of the Content providers or other Site users.  Furthermore, you understand, acknowledge and agree that Amplifier, in no manner whatsoever, endorses the Content providers or other Site users or whatever proposal may be presented by such Content providers or other Site users and that Amplifier shall not be held liable for any claims of any nature whatsoever arising or resulting from any thesis or proposal of any of the Content providers or other Site users, or from any agreement, understanding, association, investment or relationship concluded, agreed, made or established between you and any of the Content providers or other Site users, of any type and for any reason whatsoever.

c)      You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for the reconstruction of any lost data.  Amplifier does not assume any responsibility or risk for your use of the Internet.  Amplifier also is not responsible for any Content available on the Site that is posted by users other than Amplifier. 

d)      The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Amplifier.  Investors, borrowers, and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own professional judgment.  Information obtained by using this Site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.  You acknowledge that Amplifier does not pre-screen Content.  Nevertheless, Amplifier will have the right, but not the obligation to refuse, remove or move any Content that is available on the Service for any reason whatsoever.

e)      Any Content or other material downloaded, accessed or otherwise obtained through the use of the Site is done at your sole discretion and risk.  Amplifier cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties.  You acknowledge and agree that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

f)        No advice or information, whether oral or written, obtained by you through or from the Site shall create any warranty not expressly stated in these Terms of Use.

g)      YOUR USE OF THIS SITE IS AT YOUR OWN RISK.  The Content is provided “as is” and without warranties of any kind, either expressed or implied.  Amplifier disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, TITLE, OR NON-INFRINGEMENT.  AMPLIFIER DOES NOT WARRENT THAT  THE FUNCTIONS OR CONTENT contained in this site will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components.  Amplifier does not warrant or make any representation regarding use, or the result of use, of the content in terms of accuracy, reliability, or otherwise, that the results obtained by accessing the site will be accurate and reliable, or the quality of any content, products, services, information or other material obtained by you from the site, including but not limited to content posted on the site by third parties.  The content may include technical inaccuracies or typographical errors, and Amplifier may make changes or improvements at any time.  You, and not Amplifier, assume the entire cost of all necessary servicing, repair or correction IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT.  AMPLIFIER MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

14)  Limitation Of Liability

AMPLIFIER, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS COMPENSATED BY AMPLIFIER, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE, INCOME, PROPERTY, BUSINESS OPPORTUNITY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF AMPLIFIER HAS BEEN ADVISED OR HAVE ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL THE COLLECTIVE LIABILITY OF AMPLIFIER AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS COMPENSATED BY AMPLIFIER, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $500 OR THE AMOUNT YOU HAVE PAID TO AMPLIFIER FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

15)  Indemnity

You will indemnify and hold Amplifier, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use.  You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith.  You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this Site.

16)  Amplifier Trademarks

Trademarks, service marks, and logos appearing in this Site are the property of Amplifier or the party that provided the trademarks, service marks, and logos to Amplifier.  Amplifier and any party that provided trademarks, service marks, and logos to Amplifier retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this Site. 

17)  No Resale

You agree to not produce, copy, duplicate, sell, resell or otherwise distribute access to the Site, use of the Site, or any portion of the Site or the Content posted thereon for commercial purposes.

18)  Modifications

 Amplifier retains the right to modify or discontinue, temporarily or permanently, all or part of the Site without notice.  Amplifier will not be liable to you or any third party for any change, modification, suspension or discontinuance of all or part of the Site.

19)  Notice

Notices to Amplifier shall be made to:

Mr. Jonathan Aberman
Managing Director
Amplifier Networks, LLC
7901 Jones Branch Drive
Suite 130
McLean, VA 22102
F: 703.991.7581

You agree that notices to you regarding to changes to the Terms of Use, Privacy Statement, other Site policies of general application or other information in connection with the provision of Services may be delivered by posting the updated Terms of Use, Privacy Statement, other Site policies of general application or other information in connection with the provision of Services on the Site or e-mail.  You agree to use electronic signatures in connection with the Services and to update your contact information, including any changes to your e-mail address. 

20)  Termination

Either Amplifier or you may terminate your subscription at any time for any reason by providing notice to the other party in accordance with paragraph 19).

21)  Miscellaneous

These Terms of Use are made and entered into by Amplifier and you and are for the sole protection and benefit of Amplifier, its affiliates and you.  The Terms are not intended to convey any rights or benefits to any third party other than Amplifier’s affiliates, nor will the Terms be interpreted to convey any rights or benefits to any person except Amplifier, its affiliates and you.  The Terms will be governed and interpreted pursuant to the laws of Virginia, United States of America, notwithstanding any principles of conflicts of law.  You specifically consent to personal jurisdiction in Virginia in connection with any dispute between you and Amplifier arising out of the Terms or pertaining to the subject matter hereof.  The parties to the Terms each agree that the exclusive venue for any dispute between the parties arising out of the Terms or pertaining to the subject matter of the Terms will be in the state courts in Fairfax County, Virginia and/or federal courts in Alexandria, Virginia. 

If the performance of any part of the Terms by Amplifier is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond Amplifier’s control, then Amplifier shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.  If such period of force majeure lasts more than thirty (30) days, then you may terminate your subscription to the Site.

The Terms and Privacy Statement accepted by you constitute the entire agreement between you and Amplifier with respect to the subject matter of the Terms and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. 

If any part of the Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. The Terms constitute the entire agreement among the parties relating to this subject matter.  Amplifier may revise the Terms and Privacy Statement at any time by updating the applicable posting on the Site.  By continuing to access this Site after revised Terms of Use or Privacy Statement have been posted on the Site, you agree to the new Terms and/or Privacy Statement, as applicable.