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©2019 by Singularity Partners

Last Revised October 17, 2017

You should read these terms of use carefully before accessing this website.

Give Cloud d/b/a Singularity Partners (“Singularity Partners”, “we”, or “us”) welcomes you to our website (the “Site”) and appreciates your interest in us. These legal notices and terms and conditions of use are a contract between you and Singularity Partners (the “Agreement”) and govern your visit to and use of the Site. Singularity Partners is the operator and host of this Site and the environment and services accessible through the Site.

The Site contain general information about Singularity Partners, its businesses and our portfolio and are directed at management teams interested in partnering with Singularity Partners and for individuals considering possible employment with Singularity Partners.

Your use of, and access to, the Site is subject to the terms and conditions of this Agreement. This Agreement does not amend or supersede any previous written agreements you may have, or are a party to, with Singularity Partners or any Singularity Partners fund or account (“Other Agreement”). In the event of any inconsistency between this Agreement and any Other Agreement, the Other Agreements will govern. Some aspects of the Site contain supplemental terms and conditions and additional disclosures and disclaimers, which are hereby incorporated in this Agreement. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those aspects.

By accessing, browsing and/or using the Site, you acknowledge that you have read and understand, and agree to, this Agreement and all disclaimers and terms and conditions that appear on the Site now. This Agreement may be updated by us at any time. Your continued use of the Site after any such modifications constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, browse or use the Site and your sole and exclusive remedy is to discontinue using the Site. As such, we strongly recommend that you periodically visit this page of the Site to review this Agreement. The date of the last revision or update appears at the top of the Agreement under the title. Your compliance with this Agreement is a condition of your right to access the Site. Your breach of any provision of this Agreement or Other Agreements will automatically, without the requirement of notice of any other action, revoke and terminate your right to access the Site and you will be fully liable for conversion, misappropriation, trespass to chattels and all other claims and cause, regardless of the identity of the claimant or injured party, arising from or relating to your continued use of the Site after such breach.

1. Privacy.

For information on how Singularity Partners collects, uses, and discloses information from its users of the Site, please review our Website Privacy Policy. Your use of the Site indicates your consent to the data practices stated in our Website Privacy Policy.

2. Intellectual Property Rights and Ownership.

All the material displayed on and/or accessible through the Site, including without limitation, software, text, graphics, charts, information, images, articles, reports, presentations and other material (the “Content”), is the property of Singularity Partners or others and is protected by United States and international copyright and other laws. All names, logos, trademarks and service marks displayed on the Site (the “Trademarks”) are the property of Singularity Partners or their respective owners, who may or may not be affiliated with Singularity Partners. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Content or Trademark without the written permission of Singularity Partners or such other party that may own the applicable Content or Trademark. Nothing in this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights. Singularity Partners reserves the right to enforce its intellectual property rights to the full extent of the law.

3. Notification to Singularity Partners.

If you believe that anything posted on the Site infringes any intellectual property right that you own or control, please provide Singularity Partners with the following written information:

  1. Name, address, telephone number, e‐mail address and physical or electronic signature of the rights holder, or someone authorized to act on the rights holder’s behalf;

  2. A description of the intellectual property that you claim has been infringed upon;

  3. A description of where the material that you claim is infringing is located on the Site, with enough detail that Singularity Partners may find it;

  4. A written statement that you have a good faith belief that the disputed use is not authorized by the rights holder, its agent or the law; and

  5. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the rights holder or authorized to act on the rights holder’s behalf.

Singularity Partners’ agent for notice of claims of intellectual property right infringement on the Site can be reached by e‐mail at inquiry@singularity.partners.

4. Restrictions on Use.

By accepting the terms of this Agreement through your use of the Site, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site. The Site does not knowingly collect personal information about children under the age of 13.

The information, materials and other Content of the Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of Singularity Partners in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Site and/or any Content obtained from the Site; (ii) making more than minimal copies of the Site materials; (iii) any derivative use of the Site or any portion thereof; (iv) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Site; or (v) including any portion of the Site on any other website, on a server computer or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means. If you seek permission for such use of our Site, please contact us at inquiry@singularity.partners. Any unauthorized use of the Site, Content or Trademarks may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

Singularity Partners reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.

5. Third-Party Links.

Singularity Partners may provide links from the Site to websites operated by third parties who may or may not be affiliated with Singularity Partners. We not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of Singularity Partners and you agree that Singularity Partners shall not be responsible for any information or additional links found at such site or location, or for your use of such information.

6. Website Security.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and log-in functionality used to authenticate users; (iii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iv) attempting to interfere with services to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (v) sending unsolicited email, including promotions and/or advertising of products or services; (vi) forging any TCP/IP packet header or any part of the header information in any email or posting; (vii) using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (viii) reverse engineering, decompiling or disassembling the underlying software; (ix) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright , or other proprietary notices or license provisions; or (x) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site.

Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users of the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread of a virus, security breach or system malfunction. If we so restrict or terminate access we will use commercially reasonable efforts to restore access and use to users for proper purposes promptly.

7. Disclaimers.

7.1 Content Disclaimers. Certain Content was obtained from published and non‐published sources, including from companies in which we have consulted for in the past. Such information may not have been, and in many cases, has not been, independently verified by Singularity Partners and Singularity Partners makes no warranties or representations or assumes any responsibility as to the accuracy, reliability or correctness of the Content (or for updating the Content based on facts learned following its publication). Singularity Partners is not responsible for any action or decision you make in reliance on any information contained on the Site.

7.2 Disclaimer of Warranties. THE SITE, INCLUDING ALL CONTENT, IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER SINGULARITY PARTNERS, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SITE WILL BE UNINTERUPPTED OR ERROR-FREE. NEITHER SINGULARITY PARTNERS NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND SINGULARITY PARTNERS AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, SINGULARITY PARTNERS ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SITE.

8. Indemnification.

As a condition to your use of the Site, you agree to indemnify, defend and hold harmless Singularity Partners and its Representatives against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorneys’ fees) that may arise directly or indirectly out of or from your breach of this Agreement and/or your use of the Site or resulting from any action (or inaction) you take or decision you make in reliance on the information contained on the Site.

9. Limitations of Liability.

BY USING THE SITE, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SITE; AND (iii) THAT IN NO EVENT SHALL SINGULARITY PARTNERS OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (b) ANY ERRORS OR OMISSIONS IN THE CONENT OF THE SITE, (c) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SITE OR (d) ANY FAILURE OF PERFORMANCE, ERROR, OMMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCION, IN EACH CASE ((a) THROUGH (d)) INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF SINGULARITY PARTNERS OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES. SINGULARITY PARTNERS RESERVES THE RIGHT TO ALTER OR REMOVE THE CONTENT OF THIS SITE OR SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.

10. Severability and Waiver.

If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Singularity Partners to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.

11. Complete Agreement.

This Agreement and our Website Privacy Policy constitute the entire agreement between you and Singularity Partners relating to the public facing elements of the Site and your use of these portions of the Site, and supersede any prior agreements or understandings not incorporated herein with regards to these portions. Certain restricted areas of the Site may require you to agree to supplemental terms and conditions. This Agreement is not intended to modify or amend Other Agreements you may have with Singularity Partners regarding other matters.

12. Termination of the Agreement.

Singularity Partners reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and/or your access to all or any part of this or any other Singularity Partners Site or the Content) at any time and for any reason without prior notice or liability. Upon any termination of this Agreement you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under the Agreement or otherwise.

13. Governing Law and Venue.

The Site is made available to you from Washington State in the United States. If you elect to access and/or use the Site from outside of the United States, we make no warranties that materials on this site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Site if you are restricted by any local, state, national or international laws. The laws of the State of Washington, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement). You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in Seattle, Washington or Olympia, Washington, for the purpose of resolving any dispute relating to your access to or use of the Site. Notwithstanding the foregoing, you expressly acknowledge and agree that Singularity Partners may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this may require you to submit any disputes related to the use of the Site to final and binding arbitration in the State of Washington.

14. Class Action and Arbitration.

By using the Site, you agree that if any dispute should arise between you and Singularity Partners, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.

You agree that Singularity Partners, at its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or this Agreement, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of Washington and take place in Seattle, Washington or Olympia, Washington.

15. Contact.

Thank you for visiting our Site. Please contact us at inquiry@singularity.partners if you have any questions about our Site or this Agreement. Electronic mail or other communications through this Site to Singularity Partners (or any of its employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.

© 2017 Give Cloud d/b/a Singularity Partners. All Rights Reserved.

Terms of Use