Investor Terms of Services

Thank you for your interest in Sidepitch. Please review the following Terms of Service, which will govern your registration with and use of the Sidepitch Platform. By using the Sidepitch Platform, you agree (‘Agreement’) to the terms and conditions (‘Terms of Service’) contained in this document as well as to the terms of the Sidepitch Privacy Policy, which is available at http://www.sidepitch.com/privacy-policy. You agree to accept these Terms of Service electronically. If you do not want to be bound by the Terms of Service, you may not make use of the Sidepitch Platform, and are advised to discontinue your use of the site.

DEFINITIONS
“Accredited Investor” for Users in the United States shall have the meaning set forth under United States Securities laws, as discussed in the section entitled “Accredited Investors” below. “Content” means all information and content available on the Sidepitch Platform (if uploaded by Sidepitch). “Sidepitch Content”, and if uploaded by a User, “User Content”, except User submissions, including but not limited to trademarks, logos, service marks, copyrighted works, text, graphics, logos, button icons, images, audio/video clips, data compilations and software, and the compilation and organization thereof. “Sidepitch” means Sidepitch, LLC, a Michigan limited liability company, 34300 Woodward Ave., Suite 200 Birmingham, Michigan 48009, owner of the Sidepitch Platform. “Services” refers to all products and services provided to you by Sidepitch. “Organization” means, but is not limited to, an investor group (organized group of investors) as well as business plan competitions, economic development agencies, entrepreneur conferences, financial institutions, incubators/accelerators, non-profits, accounting firms (service provider), advisors (service provider), family offices (service provider), law firms (service provider), universities, and venture funds “Registered User” shall mean any user or person who interacts with the Sidepitch Content or User Content via the Sidepitch Platform.

DESCRIPTION OF THE SIDEPITCH PLATFORM
Sidepitch provides resources and tools to entrepreneurs, Organizations and Accredited Investors. We have created the Sidepitch Platform to meet the needs of the Entrepreneur, Venture Capitalist, Investor, and Angel Community. The Sidepitch Platform refers to the tools and services offered to Registered Users of Sidepitch, including its wholly-owned subsidiaries and affiliates. This includes any and all of the Content thereon and services provided by Sidepitch on or in conjunction with websites wholly owned by Sidepitch, including but not limited to, application program interfaces (“API’s”), storage, email, professional services, and collaboration services. Such tools and services include, but are not limited to, the offerings on the following websites: Sidepitch (Sidepitch.com): A web application that primarily provides deal flow management, deal collaboration, and other tools and services for entrepreneurs, companies, investors and organizations. Sidepitch does review and verify the User content to the best of our ability, however, Sidepitch does not and cannot guarantee, nor offer and claims that any User content is accurate or complete. In order to use the Sidepitch Platform, you must use one of the supported Internet browsers. Additionally, you are required to register your User information with Sidepitch. Sidepitch does not provide internet access, and you are responsible for all fees associated with your internet connection.

REGISTERED USERS
Entrepreneurs: If you are an Entrepreneur User, you may upload information about your business, including information you consider confidential and designate as confidential, and you may designate which Investors or Organizations may see that information. However, be aware that Sidepitch has no control over the actions of Investors or Organizations. Although we take all reasonable steps in accordance with industry standards to prevent it, we cannot and explicitly would not guarantee that the Sidepitch Platform will never suffer from a software bug or a hacker attack that will allow unauthorized viewing of confidential material, or that any Investor is actually accredited. Please note that while Sidepitch does conduct a preliminary background check as well as limited due diligence, we do not warrant, endorse, or otherwise guarantee that all or any portion thereof of the information presented is accurate, true, or otherwise valid. Entrepreneurs are encouraged to conduct their own investigation and due diligence when it comes to interacting or otherwise selecting an investor or investors.

Investors: If you are classified by Sidepitch as an Investor User, whether or not Accredited, you may have access to an entrepreneur’s confidential information either directly or through an Organization, and should use your discretion in how you handle that information. All Organizations will be overseen by an Administrator, who will determine membership and set rules and parameters as provided on the Sidepitch Platform for that Organization. Please note that while Sidepitch does conduct a preliminary background check as well as limited due diligence, we do not warrant, endorse, or otherwise guarantee that all or any portion thereof of the information presented is accurate, true, or otherwise valid.

General Users: Certain portions of the Sidepitch Platform will be visible to Users who have not registered as entrepreneurs, Organizations, or Accredited Investors. Those Users, nevertheless, are bound by these Terms of Service. Entrepreneurs should be aware that information they provide that is not designated as confidential will be visible to all Users. See User Content discussion in User Submissions Section below. Sidepitch shall have no obligation to participate or assist in any way in the event of any dispute between Users. Notwithstanding the above or anything to the contrary set forth in the Terms of Service, Sidepitch shall have the absolute and unlimited rights to reject any User, to terminate the account of any User, to delete any User Content, or to publish any User Content that is not confidential, including for the purposes of marketing Sidepitch and/or the Sidepitch Platform.

LICENSE TO USE
Subject to the terms of these Terms of Service, which constitute the agreement between Sidepitch and you, the User, Sidepitch grants to you a non-exclusive, revocable, non-transferable license to use the Sidepitch Platform. All rights, titles, and interests in and to the Sidepitch Platform (excluding User Content) is and will remain the exclusive property of Sidepitch and and/or its licensors.

Accredited Investors
Although Sidepitch does conduct a screening process to ensure the integrity of our business practice and our platform reputation, we enable Users to self-accreditation, but Sidepitch does not certify or verify the self-accreditation of any of its Users. All Users of the Sidepitch Platform are advised that Sidepitch does not take any steps to verify the information provided to us by the Accredited Investor, and does not and cannot guarantee that any investor actually qualifies as an Accredited Investor. Each User is solely responsible for conducting due diligence on any Accredited Investor with whom that User interacts on the Sidepitch Platform. Further, some of Sidepitch ’s Users may be located outside of the United States. Sidepitch does not verify the compliance of any such Users with the applicable securities laws in their home jurisdiction and relies solely on their self-certification that they are in compliance with applicable laws.

Federal Securities
Securities laws require that securities sold in the United States be registered with the Securities Exchange Commission unless there is an exemption available under applicable law. “Securities” is a very broadly defined term under the United States securities laws and will include most of the types of investment opportunities that are offered by early and growth stage ventures including, without limitation, promissory notes, convertible promissory notes, options, warrants, capital stock and other financial contracts that offer third parties a participation in profit-sharing or the potential growth of a business. The securities laws applicable to such private placements of securities are complicated and are currently in a state of flux due to certain changes adopted as part of the JumpStart Our Business Start-up Act of 2012 as to which rulemaking and implementation of the act by the Securities and Exchange Commission and the Financial Industry Regulatory Authority is ongoing. Such transactions are subject to both federal and state law and depending on the company involved and the location of the investors, may also be subject to foreign laws. To comply with certain provisions of applicable law necessary to qualify for exemptions from registration in the United States, there are limitations on the use of general solicitation or advertising. Sidepitch is not responsible for determining and makes no representation as to whether any use of the Sidepitch Platform constitutes general solicitation or advertising under applicable law. By using the Sidepitch Platform you understand and agree that you will be solely responsible for complying with all applicable law regarding any transaction in which you may engage, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of any United States law (or any law of any US state or foreign jurisdiction) or meets the criteria for any exemption from registration and/or disclosure available thereunder. Sidepitch does not recommend any investments, does not verify or review User documents or communications, and does not give business advice, financial advice, investment advice, tax advice or legal advice. Sidepitch does not claim to be and is not registered as a broker-dealer and investment advisor. Nothing on this Sidepitch Platform is intended to be or shall constitute or be construed as a sale or purchase or offer to sell or purchase or a recommendation of any securities.

Purchases
Some of Sidepitch ’s services are provided free of charge, while others are provided for a fee. The fees for each service vary. All registered investors understand that Sidepitch collects a flat Syndication Fee from each startup that is being funded through the platform. The Syndication fee schedule is published on the application page as stated on the site. The Syndication Fee will be invoiced and charged to the receiving company within 5 days after the transaction is completed and the investment funds are transferred to the receiving entity. The registered investors will be obligated to report to Sidepitch any and all transactions that were completed through the Sidepitch on a quarterly basis electronically online as it is specified on the Investor Profile online. All product and service features, including availability and price, are subject to change at any time without notice. We reserve the right, with or without prior notice, to limit the availability of or to discontinue any product or service; to impose conditions on any promotion; to bar any user from making any purchase; and/or to refuse to provide any user with any product or service. You authorize Sidepitch to charge you for all products or services purchased by you through the Sidepitch Platform, to the payment method you provide. “Charge” shall indicate either a charge or a debit, as applicable, against your payment method. If you request a purchase on a recurring basis, you agree that we may automatically charge the payment method you have provided at the regular intervals you have designated, unless and until you cancel according to our cancellation terms by selecting the cancellation option on your company pitchfolio page. You represent that you have the legal right to use any payment method that you submit to us. There will be no refunds or credits for prior months of service, partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All orders placed through the Sidepitch Platform are subject to our acceptance. Your receipt of an order confirmation does not signify our acceptance of your order. We reserve the right at any time after receipt of your order to accept or decline your order for any or no reason and without liability to you or anyone else. If your method of payment has already been charged for an order that we later cancel, we will issue you a refund. Prices are in U.S. dollars unless otherwise stated are subject to change. We may require verification of information prior to the acceptance and/or fulfillment of any order.

Our Proprietary Rights
We and/or our licensors and suppliers own the information and materials made available through Sidepitch, excluding User Content. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Subject to your compliance with this Agreement, and solely for so long as you are permitted by us to access and use Sidepitch, you may access, view and print a single copy of any content on Sidepitch to which we provide you access hereunder, solely for your personal, internal business and non-commercial purposes, provided that you keep intact all copyright and other proprietary notices. Other than exercising rights you may have to documents provided to you by another user through the Services, or except as expressly authorized in advance by us in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on all or any part of Sidepitch or any information or materials made available through Sidepitch. Our trade names, trademarks and service marks include, without limitation, Sidepitch and any affiliated or associated logos. All trademarks and service marks on Sidepitch not owned by us are the property of their respective owners. You may not use our trade names, trademarks or service marks in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on Sidepitch should be construed as granting any license or right to use any trade names, trademarks or service marks without the express prior written consent of the owner.

Eligibility
In order to access and use most of the Sidepitch Platform, you must register for an account. If you are under the age of 18, please do not sign up for an account. Additionally, if you wish to use the Sidepitch platform as an investor, you must be an Accredited Investor and so represent to Sidepitch. If, as part of your registration as an accredited investor, you make a false or misleading statement or representation as to your eligibility to participate in the SidePitch Platform, or to engage in conduct consistent with the definition of an Accredited Investor, you hereby agree to indemnify and hold harmless SidePitch and all of Sidepitch’s parent corporations, subsidies, partners, and other similarly situated persons, natural or otherwise. Organizations may also register and will be overseen by the Organization Administrator.

Limitations on Use
In order to best serve our Users, and to comply with applicable laws, Sidepitch has a limited number of rules which govern how you may behave while interacting with the Sidepitch Platform and other Users. Please review the rules below carefully, since your violation of them may result in the termination of your access to the Sidepitch Platform in Sidepitch’s sole discretion at any time and without prior notice.

Limitations on Service
While it is our goal at Sidepitch to provide you with a useful, stable and available service, we cannot guarantee that there will be no unforeseen difficulties, technical or otherwise, which may, in rare cases, result in service interruptions or loss of data. For this reason, the Sidepitch Platform and all Content and services on it are provided strictly on an ‘as is’ basis. By accepting these Terms of Service, you agree that neither Sidepitch nor any of its third party service providers will be held accountable for any delays in transmission of your data, data loss, service interruptions or retention of User settings. For a brief overview of our policies regarding the safeguarding of your data, please view our Privacy Policy at http://www.sidepitch.com/privacy-policy Sidepitch reserves the right to change or discontinue, either temporarily or permanently, any part of the Sidepitch Platform or any or all of its services at any time and without prior notice. You agree that neither Sidepitch nor any of its third party service providers will be liable for any damages, including lost business opportunities, should such discontinuance occur.

Data Accuracy
We ask that any registration data you provide to Sidepitch is true, current and complete. In the event any of this information changes, please update it on your personal portfolio page. For details on how you can access your stored data, please refer to Sidepitch’s Privacy Policy.

Passwords
During your registration you will set your account access login and password. You are responsible for maintaining the confidentiality of this information and are responsible for any and all activities and postings that are made using your account. The user understands that they are not allowed, forbidden or otherwise prohibited from sharing their login credentials with any person or party, that is not a registered user on the platform. Any breach of the policy will result in an immediate termination of user permission to access the platform and may be subject to legal action for violation of these terms. Please notify Sidepitch immediately if you suspect that an unauthorized person has accessed your account. Should you misplace or forget your password, please click on the forgot password link. If you continue to have problems, please contact our technical support staff at support@sidepitch.com.

Compliance with Applicable Laws
You agree to use the Sidepitch Platform only as provided for in these Terms of Service. You also agree not to use the Sidepitch Platform in any way that is in conflict with the law in your jurisdiction. Further, you may not use the Sidepitch Platform for the transmission of any information that is obscene, libelous, harassing, abusive, threatening, invasive of a User’s privacy, or in violation of any other individual’s intellectual property rights.

Email
Please use the email features of the Sidepitch Platform responsibly. You may not use the Sidepitch Platform to send unsolicited commercial email (‘spam’) or unsolicited mass distribution of files. In order to enforce this provision, Sidepitch may establish additional policies regarding the use of email features, including, but not limited to, maximum retention times of messages, maximum number of messages sent per day, or a maximum size of a message. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that access the Sidepitch Platform in a manner that sends more request messages to Sidepitch’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Sidepitch grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Sidepitch reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Sidepitch Platform, nor to use the communication systems provided by the Sidepitch Platform for any commercial solicitation purposes. If you receive any email through the Sidepitch Platform that you believe is not in compliance with the above provision, please notify us by forwarding the email, along with an explanatory note, to support@sidepitch.com

Privacy
Sidepitch is committed to protecting the privacy of its Users and has developed a detailed Privacy Policy that describes our practices and procedures regarding your data. The Privacy Policy is available at http://www.sidepitch.com/privacy-policy, and is incorporated herein by reference. Please review the Privacy Policy before accepting this Agreement. By registering with or using Sidepitch, you consent to the collection and use of your personal information and the transfer of this information to the United States or other countries for processing and storage by Sidepitch. A User may elect to make certain confidential, personal or private information viewable through the Sidepitch Platform. You may not disclose information obtained in this manner to any third parties without first obtaining permission from that User. You agree not to collect or aggregate User information accessible through the Sidepitch Platform for commercial use or redistribution, including the targeted marketing of non-Sidepitch services to individual Users. Sidepitch reserves the right to immediately terminate, without notice, the account of any User found to have violated this rule in the sole and absolute discretion of Sidepitch. The Sidepitch Platform provides entrepreneur Users the option to publish a subset of the data to non-registered Users in order to promote their presence on the Sidepitch Platform, and to facilitate inviting the non-registered Users to join the Sidepitch Platform to enable private collaboration. This includes basic information such as company name, location and a one-line pitch, among other data. It also includes their company overview, pitch video and profiles for members of their team. The Sidepitch Platform also provides administrators of Organizations the option to publish a subset of the data to non-registered Users in order to promote their presence on the Sidepitch Platform, and to facilitate inviting the non-registered Users to join the Sidepitch Platform to enable private collaboration. This includes a profile to market themselves to entrepreneurs, which includes basic information such as the Organization’s name, location, investment preferences and portfolio companies. All of the data for each respective User is exclusively entered and maintained by the user. Each User may (but does not have to) opt-in to publishing this information and always has the power to remove it from the public domain by un-publishing it. All other data entered on Sidepitch is shared with other Users on the Sidepitch Platform exclusively by the User’s affirmative action; this data is, and always will, remain privately available only to those Users. Sidepitch will never use this information in a personally identifiable way.

Prohibited Activities
In general, as a condition to your continued use of the Sidepitch Platform, you agree that you will not use the Sidepitch Platform for any purpose that is unlawful or prohibited by these Terms of Service. In the access or use of the Sidepitch Platform, you shall comply with these Terms of Service and the special warnings or instructions for access or use posted on the Sidepitch Platform. You shall act always in accordance with the law, custom and in good faith. You may not make any change or alteration to the Sidepitch Platform or any Sidepitch Content or services that may appear on the Sidepitch Platform and you may not impair in any way the integrity or operation of the Sidepitch Platform. Without limiting the generality of any other provision of these Terms of Service, if you default negligently or willfully in any of the obligations set forth in these Terms of Service, you shall be liable for all the losses and damages that this may cause to Sidepitch, our affiliates, partners or licensors. By way of example, and not limitation, you agree not to: Post, transmit, or otherwise make available through or in connection with your use of the Sidepitch Platform: Any information or materials that are or may be, or the posting, transmission or use of which is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory or libelous; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right of any third party. Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.” Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage, hijack, disable, interfere with, or disrupt the operation of, or monitor the use of, any hardware, software or equipment. Any unsolicited or unauthorized advertisements, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation that is not expressly approved in writing by Sidepitch in advance. Any personally identifiable information of another individual, without the prior consent of such individual. Any material, non-public information about a company, without the proper authorization to do so. Use the Sidepitch Platform for any fraudulent or unlawful purpose. Use the Sidepitch if you are a competitor of the Company, or for reasons that are in competition with the Company. Use the Sidepitch Platform to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or to harvest or collect information about Users of the Sidepitch Platform. Impersonate any person or entity, including without limitation any representative of Sidepitch or any other company; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Sidepitch Platform; or express or imply that Sidepitch endorses any statement you make. Interfere with or disrupt the operation of the Sidepitch Platform or the servers or networks used to make the Sidepitch Platform available; or violate any requirements, procedures, policies or regulations of such networks. Restrict or inhibit any other person from using the Sidepitch Platform (including without limitation by hacking or defacing any portion of the Sidepitch Platform). Reproduce, duplicate, copy, sell, resell, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the Sidepitch Platform. Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Sidepitch Platform. Remove any copyright, trademark or other proprietary rights notice from the Sidepitch Platform or materials originating from the Sidepitch Platform. Frame or mirror any part of the Sidepitch Platform. Create a database by downloading and storing Sidepitch Platform Content. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way Sidepitch Platform Content or reproduce or circumvent the navigational structure or presentation of the Sidepitch Platform without Sidepitch ’s express prior written consent.

User Submissions
All inquiries, feedback, suggestions, ideas or other information any User provides to Sidepitch concerning the Sidepitch Platform (collectively, “Submissions'') will be treated as non-proprietary and non-confidential. By transmitting or posting any Submission, the User hereby grants Sidepitch full ownership of the Submission as if Sidepitch had created, developed and posted the Submission for its own purposes. Please note this is different from User Content, which is addressed below. Sidepitch reserves the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Submission in any way as it sees fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the Submission within or in connection with Sidepitch ’s products or services. User also acknowledges that User Submissions will not be returned and Sidepitch may use Submissions, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products. For clarification, deal documents and emails or other communications between Users are not considered Submissions; Sidepitch claims no right, title or interest in such documents or communications. If a User makes a Submission, the User represents and warrants that the User owns or otherwise controls the rights to the Submission. User further represents and warrants that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” Users may not use a false email address, impersonate any person or entity, or otherwise mislead Sidepitch as to the origin of any Submission. The User agrees to indemnify Sidepitch for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.

User Content
The Sidepitch Platform permits the submission of content or communications submitted by Users (“User Content”) and the hosting, sharing, and/or publishing of such User Content. Sidepitch does not and will not claim any ownership over or rights to User Content other than a license to display it on the Sidepitch Platform as directed by the User, but User understands that whether or not such User Content is published, though Sidepitch will seek to maintain the confidentiality of any data designated as confidential by a User, Sidepitch does not guarantee any confidentiality with respect to any User Content. Users shall be solely responsible for User’s own User Content and the consequences of posting or publishing them. In connection with User Content, User affirms, represents, and/or warrants that: (i) User owns or has the necessary licenses, rights, consents, and permissions to use and authorize Sidepitch to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Sidepitch Platform and these Terms of Service; and (ii) User has the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Sidepitch Platform and these Terms of Service. By submitting the User Content to the Sidepitch Platform, User hereby grants Sidepitch a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Sidepitch Platform and Sidepitch ’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Sidepitch Platform (and derivative works thereof) in any media formats and through any media channels. In the event it does so, Sidepitch will seek to maintain the confidentiality of User Content consistent with the User’s designation, but once again cannot guarantee any such confidentiality. User also grants each User of the Sidepitch Platform a non-exclusive license to access the User Content of that User through the Sidepitch Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content as permitted through the functionality of the Sidepitch Platform and under these Terms of Service. User agrees that User will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless User is the owner of such rights or have permission from their rightful owner to post the material and to grant Sidepitch all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Sidepitch or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person. Sidepitch does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with User Content. Sidepitch does not knowingly permit infringement of intellectual property rights on its Sidepitch Platform, and will remove all User Content if properly notified that such User Content infringes on another’s intellectual property rights. Sidepitch reserves the right to remove User Content without prior notice. Sidepitch will also terminate a User’s access to its Sidepitch Platform, if a User is determined to be a repeat infringer. Sidepitch also reserves the right to decide whether User Content is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Sidepitch may remove such User Content and/or terminate a User’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion. If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Company’s designated Copyright Agent to receive notifications of claimed infringement is: Brandon S. Shamoun. Sidepitch - Chief Legal Officer, 37000 Grand River Avenue, Suite #310, Farmington Hills, MI 48375; email: bshamoun@sidepitch.com. Only DMCA notices should go to the Copyright Agent. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Sidepitch suggests that you consult your legal advisor before filing a notice. Please be aware that there are penalties for false claims under the DMCA. Any other feedback, comments, requests for technical support, and other communications should be directed to Company customer service through support@sidepitch.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. You understand that when using the Sidepitch Platform, you may be exposed to User Content from a variety of sources, and that Sidepitch is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Sidepitch with respect thereto, and agree to indemnify and hold Sidepitch , its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Sidepitch Platform.

Intellectual Property
All information and Content available on the Sidepitch Platform and its “look and feel”, except all User Content (as defined herein), including but not limited to trademarks, logos, service marks, copyrighted works, text, graphics, logos, button icons, images, audio/video clips, data compilations and software, and the compilation and organization thereof is the property of Sidepitch, its affiliates, partners or licensors, or is used with consent of the owner, and is protected by United States and international laws, including laws governing copyrights and trademarks. The reproduction and use of any of these by you is prohibited unless specific permission is provided on the Sidepitch Platform or otherwise. Any unauthorized use may violate copyright laws, trademark laws, privacy and publicity laws, and/or communications regulations and statutes of the United States and foreign laws and international conventions. The trademarks, service marks, logos, and other indicia, including of Sidepitch (collectively the “Trademarks”) which appear on the Sidepitch Platform are registered and/or unregistered trademarks of Sidepitch and others. Nothing contained on the Sidepitch Platform should be construed as granting, by implication or otherwise, any right, license or title to any of the Trademarks without the advance written permission of Sidepitch or such third party as may be appropriate. All rights are expressly reserved and retained by Sidepitch. Your misuse of any of the Trademarks displayed on the Sidepitch Platform, or any other Content on the Sidepitch Platform, except as provided in these Terms of Service, is strictly prohibited. You are also advised that Sidepitch considers its intellectual property to be among its most valuable assets, and will aggressively enforce its intellectual property rights to the fullest extent of the law. Both the Sidepitch Platform and the Content of the Sidepitch Platform are provided “AS IS” for Users information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Sidepitch reserves all rights not expressly granted in and to the Sidepitch Platform and the Content. User agrees to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User submissions of third parties obtained through the Sidepitch Platform for any commercial purposes. If User downloads or prints Content for personal use, User must retain all copyright and other proprietary notices contained therein. User agrees not to circumvent, disable or otherwise interfere with security related features of the Sidepitch Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Sidepitch Platform or the Content thereon. Sidepitch does not make any representations or warranties, whether express or implied, regarding or relating to the Sidepitch Platform or any associated hardware or software, including the Content or operations of either.

Disclaimers
NONE OF SIDEPITCH, ITS AFFILIATES, THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE ‘SIDEPITCH PARTIES’ ) MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SIDEPITCH PLATFORM OR ITS CONTENTS, INCLUDING BUT NOT LIMITED TO THEIR ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS, OR RELIABILITY. NONE OF THE SIDEPITCH PARTIES SHALL BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE ON OR THROUGH THE SIDEPITCH PLATFORM OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SIDEPITCH PLATFORM SOLELY AT YOUR OWN RISK. SIDEPITCH PROVIDES THIS SIDEPITCH PLATFORM AS A RESOURCE FOR USERS INVOLVED WITH INVESTING IN EARLY STAGE TECHNOLOGY AND EMERGING GROWTH COMPANIES BUT SIDEPITCH DOES NOT GIVE BUSINESS ADVICE, INVESTMENT ADVICE, TAX ADVICE OR LEGAL ADVICE TO ANYONE USING THE SIDEPITCH PLATFORM. SIDEPITCH DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY OR SELL OR RECOMMEND ANY SECURITIES. SIDEPITCH DOES NOT MAKE INVESTMENTS. EACH USER OF THE SIDEPITCH PLATFORM MAKE HIS OR HER OWN INVESTMENT DECISIONS BASED UPON HIS OR HER PERSONAL DUE DILIGENCE INVESTIGATION AND OTHER PERSONAL INVESTMENT CRITERIA. SIDEPITCH IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSIONS OF ANYONE USING THE SIDEPITCH PLATFORM. AS A CONDITION TO YOUR USE OF THE SIDEPITCH PLATFORM, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY OF THE SIDEPITCH PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE ON OR THROUGH THE SIDEPITCH PLATFORM. SIDEPITCH DOES NOT AGREE TO ANY OBLIGATIONS OF CONFIDENTIALITY, NONDISCLOSURE OR NONUSE, EXCEPT AS EXPLICITLY PROVIDED FOR IN OUR PRIVACY POLICY. IN NO EVENT SHALL ANY SIDEPITCH 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 EITHER A PERSON OR ENTITY’S USE OR INABILITY TO USE THE SIDEPITCH PLATFORM, OR THE SUBMISSION OF ANY MATERIALS VIA THE SIDEPITCH PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A SIDEPITCH 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 THE SIDEPITCH PARTIES SHALL BE LIMITED TO THE LEAST EXTENT PERMITTED BY LAW.

Indemnification
At Sidepitch ‘s request, User agrees to defend, indemnify and hold harmless Sidepitch, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, licensees, distributors and content providers from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from or related, directly or indirectly, to any misuse of the Sidepitch Platform or breach of this Agreement by User.

Termination
Sidepitch reserves the right to suspend or terminate these Terms of Service and/or any User’s access to the Sidepitch Platform at any time and without notice on its sole discretion.

Entire Agreement/Severability
These Terms of Service, together with the Privacy Notice and any other legal notices published by Sidepitch on the Sidepitch Platform, shall constitute the entire agreement between you and Sidepitch concerning the Sidepitch Platform. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, 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 Sidepitch ’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

Arbitration
You agree that: (i) the Sidepitch Platform shall be deemed solely based within the State of Michigan; and (ii) the Sidepitch Platform shall be deemed a passive website that does not give rise to personal jurisdiction over Sidepitch, either specific or general, in jurisdictions other than Michigan. These Terms of Service shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles. All disputes arising out of or relating to this Agreement shall be finally resolved by arbitration conducted in Oakland County, Michigan under the rules of commercial arbitration of the American Arbitration Association. Both parties shall bear equally the cost of arbitration (exclusive of legal fees and expenses). All decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction.

Modifications to the Terms of Service
Sidepitch may change these Terms of Service at any time and in its sole discretion. The modified Terms of Service will be effective immediately upon posting and you agree to the new posted Terms of Service by continuing your use of the Sidepitch Platform. If you do not agree with the modified Terms of Service, your only remedy is to discontinue using the Sidepitch Platform. Notwithstanding the foregoing, any changes to this Agreement shall not apply to any dispute between you and us arising prior to the date of such posting or other notification. We may, at any time, temporarily or permanently modify or discontinue all or part of Sidepitch, with or without notice and/or offer opportunities to some or all users of Sidepitch . You agree that the Sidepitch Platform shall not be liable to you or to any third party for any modification, suspension or discontinuance of Sidepitch, in whole or in part, or of any Service, content, feature or product offered through Sidepitch. You agree that we may, at any time, charge fees in connection with the use of all or part of Sidepitch and/or for certain features of the Services and that you will be responsible for all such charges (including any applicable tax). You will be notified in advance of any such charges. USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. USER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN USER AND SIDEPITCH WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN USER AND SIDEPITCH RELATING TO THE SUBJECT MATTER OF THIS TERMS OF SERVICE.

Should you have any questions concerning these Terms Of Service, please use the Contact Us page to submit an inquiry.