Terms of Use and Confidentiality Agreement
These Terms of Use and Confidentiality Agreement are entered into by and between the undersigned (“Investor”) and Access Private Capital (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Agreement”), govern the access to and use of the following Confidential Information.
Each Investor must read this Agreement carefully before reviewing the Confidential Information. If you do not agree to the terms and conditions of this Agreement, you may not access or use the Confidential Information.
Confidential Information
Confidential Information is submitted to each Investor on a confidential basis solely in connection with Investor’s consideration of an investment opportunity. The use of Confidential Information for any other purpose may involve serious legal consequences.
Investor expressly acknowledges and agrees that Confidential Information shall be confidential and proprietary information belonging to the Company. Investor shall not share the Confidential Information with any party except those which also agree in writing to keep the Confidential Information confidential and only review it for consideration of an investment opportunity and not share the Confidential Information with any other party or person.
“Confidential Information” means any information not generally known to the public or recognized as standard industry practice, including, without limiting the generality of the foregoing, any data; reports; studies; interpretations; forecasts; know-how; compositions; plans; strategies; strategic partnerships; employee information; financial records and inventory records; intellectual property; trade secrets; product development plans; research; ideas; concepts; designs; formulas; technology; devices; inventions; methods or processes, whether or not patented or patentable, and such other information normally understood to be confidential or otherwise designated as such in writing by the Company, as well as information discerned from, based on or relating to any of the foregoing.
Investor agrees to:
* immediately notify the Company, in writing, of any breach of this Agreement;
* fully cooperate with the Company to mitigate the effect of such breach;
* be responsible for any breach of this Agreement caused by any affiliate, agent, consultant, advisor, or any third party to whom or to which Investor has provided or given access to the Confidential Information; and
* comply with all applicable laws with respect to the use and maintenance of the Confidential Information, including without limitation any applicable data protection laws.
Prohibited Uses
Investor agrees to access the Confidential Information only for lawful purposes and in accordance with this Agreement. Investor shall not to use the Confidential Information:
* In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
* To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
* To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
Additionally, Investor agrees not to:
* Use any robot, spider or other automatic device, process or means to access the Confidential Information for any purpose, including monitoring or copying any Confidential Information.
* Use any manual process to monitor or copy any of the Confidential Information or for any other unauthorized purpose without the prior written consent of the Company.
* Attempt to circumvent or communicate with any parties regarding the Confidential Information except for the Company or its contractors or attorneys.
Reliance on Confidential Information
The Confidential Information is made available solely for information purposes. The Company does not warrant the accuracy, completeness or usefulness of this information. Any reliance placed on such information is strictly at Investor’s own risk. Investor should consult Investor’s own counsel and accountant for advice concerning the various legal, tax and economic considerations relating to any investment. Investor should not make an investment unless satisfied that Investor alone or together with Investor’s
investment representative have asked for and received all information which would enable Investor to evaluate the merits and risks of the proposed investment.
The Confidential Information may include content provided by third parties. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. The Company is not responsible, or liable to Investor or any third party, for the content or accuracy of any materials provided by any third parties.
Equitable Remedies
Investor acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach or threatened breach of this Agreement. As a result, in addition to all other remedies available at law (which the Company does not waive by the exercise of any rights hereunder), the Company shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and Investor hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. In the event the Company institutes and prevails in any legal suit, action or proceeding against Investor arising out of or relating to these Terms of Use, the Company shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by the Company in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.
Indemnification
Investor agrees to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, attorneys, accountants, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to a violation of this Agreement or the use of Confidential Information other than as expressly authorized in this Agreement.
Governing Law and Jurisdiction
All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the
State of Georgia. Investor hereby waives any and all objections to the exercise of jurisdiction over Investor by such courts and to venue in such courts.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
Entire Agreement
This Agreement constitutes the sole and entire agreement between Investor and the company with respect to the Confidential Information and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Confidential Information.
Investor hereby agrees to be bound by the terms and conditions of this Agreement, as of the date listed below.
