Terms of Service
Effective: May 30, 2023
Please review these terms of service carefully as they affect your legal rights and contain a mandatory arbitration provision and a waiver of class action remedies.
Each time you use the site, your use indicates your full acceptance of and agreement to abide by these terms and conditions in current form. If you do not accept the terms and conditions stated herein, do not use the site. If you do not agree to these terms and conditions of use, you agree that your sole and exclusive remedy is to discontinue using the site.
Your compliance with these terms and conditions of use is a condition to your right to access the site. Your breach of any provision of these terms and conditions of use will automatically, without the requirement of notice or 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 causes, regardless of the identity of claimant or injured party, arising from or relating to your continued use of the site after such breach.
We, Clade & Co., Inc. and our affiliates (“Clade”, “We”, “Us”, or “Our”), own and operate the website at clade.co, affiliated websites, portals, applications, features, and content (the “Site”). Please carefully read these Terms of Use (“Terms”) and our Privacy Statement as they constitute a binding contract between you and Clade and govern your access to and use of the Site. By accessing, browsing, and using the Site, you agree that you have read, understood, and agreed to be bound by these Terms. These Terms, as they may be updated from time to time, will remain in effect while you use the Site. If you have any questions, comments or concerns regarding these Terms, the Privacy Statement or the Site, please contact us by email at [email protected].
Changes to These Terms
We may modify these Terms at any time and without notice to you by posting the modification on the Site and updating the “Last Updated” date at the top of these Terms. If you don’t agree with the new Terms, then you must stop using the Site. Your continued use of the Site after such changes constitutes your acceptance of the modified Terms.
Privacy
For Clade’s current Privacy Notice, which includes information and notices concerning Clade’s collection and use of your personal information, please see our Privacy Statement.
Products and Services
Clade may offer licenses to certain of its products or services (“Services”), whether made available to you through the Site or through a separate purchasing process. Your purchase, use, and access of such Services will be subject to Clade’s applicable licensing terms governing the Services, as further described in the order form or other written or electronic agreement between you and Clade with respect to the Services (the “Services Agreement”). In the event of any conflict or inconsistency between the terms of the Services Agreement and these Terms with respect to your use of and access to the Services, the terms of the Services Agreement shall control to the extent required to resolve the inconsistency.
License Grant and Restrictions
These Terms provide you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Site specified herein solely for your personal, internal business use, conditioned on your continued compliance with all provisions of this Terms (including without limitation any external terms and documentation linked or referenced herein). When using the Site in accordance with the foregoing license, you shall not directly or indirectly:
- Use the Site to create any service, software or documentation that performs substantially the same functionality as the Site or otherwise competes with or causes harm to Clade’s products, services, or other business operations;
- Disassemble, decompile, reverse-engineer, or use any other means to attempt to discover any source code, algorithms, trade secrets, or applications underlying the Site or any of its webpages, content, or features;
- Encumber, sublicense, transfer, distribute, rent, lease, time-share, or use the Site in any service bureau arrangement or otherwise for the benefit of any third party;
- Adapt, combine, create derivative works of, or otherwise modify the Site;
- Disable, circumvent, or otherwise avoid or undermine any security or authentication device, mechanism, protocol, or procedure implemented in the Site;
- Misrepresent your affiliation with or impersonate any person or entity;
- Use or access the Site for any unlawful, fraudulent, deceptive, tortious, malicious, or otherwise harmful or injurious purpose;
- Remove, obscure, deface, or alter any proprietary rights notices on any element of the Site or accompanying documentation;
- Use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any third party’s authorized use of the Site;
- Engage in any “data mining,” “deep-link,” “page-scrape,” or use “bots,” “spiders,” or similar data gathering and extraction tools or methods in connection with the Site; or
- Probe, scan, or test the vulnerability of the Site or any systems or network infrastructure connected with the Site, including without limitation by stress testing or penetration testing;
- Reverse look-up, trace or seek to trace any information on any other visitor to the Site to its source, or exploit the Site or information made available by or through the Site in any way where the purpose is to reveal any information you would not otherwise have access to, including others’ personal information;
- Use Clade or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
Important Notices
You acknowledge and agree that none of the information contained on the Site is to be construed as investing, legal, tax, financial, or other professional advice, nor should it be used by you or by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other instruments. The materials and information present through the Site are for informational purposes only, and are not an offer or recommendation to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any particular trading strategy. You are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for you (or your affiliates, clients and partners) based on your own investment objectives, financial circumstances, and risk tolerance. You further acknowledge and agree that Clade is not acting as a fiduciary or endorsing any company, products, services, or securities by publishing or facilitating the publishing by others of any information contained in the Site. Clade does not warrant or guarantee the accuracy or timeliness of any such information or data and disclaims all liability for investment or other decisions based upon this information. Clade specifically disclaims any and all liability or loss arising out of any action taken in reliance on this information, including but not limited to market value loss on the sale or purchase of securities or other instruments or obligations. You should always consult your own legal, financial, accounting, investment and tax experts before using the Site. The value and income of any of the investment opportunities on the Site presented by Clade or by other users can fall as well as rise in value and an investor may get back less than invested or nothing at all. Past performance is not necessarily a guide to future performance.
Ownership
The Site is protected by copyright, trademark, and other laws of the United States and foreign countries. The materials displayed or available on or through the Site, including, but not limited to, text, information, data, articles, videos, graphics, images and so forth included therein, are also protected by copyright and/or other intellectual property laws. You acknowledge and agree that, as between you and Clade, the Site and all associated intellectual property and moral rights are the exclusive property of Clade and its suppliers.
Use of the Site
You may use the Site only for its intended purpose and solely in accordance with these Terms. Subject to your compliance with these Terms, you may view, download and print the materials we make available on the Site, solely for your own personal, non-commercial use, not on behalf of or for the benefit of a third party and not for competitive purposes. You may not sublicense these rights.
Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site or Service (“Feedback”). You may submit Feedback through the “Contact Us” section of the Site. If you provide us with any Feedback (whether through a direct email or otherwise), then you acknowledge and agree that all Feedback will be the sole and exclusive property of Clade and you hereby irrevocably assign to Clade and agree to irrevocably assign to Clade all of your right, title and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights and other proprietary or intellectual property rights therein.
Submissions
Certain features of the Site may permit you to upload, post, display, email, transmit, create, store, or otherwise provide certain information, content, data, links, files, videos, or other materials to the Site as part of workspaces, diligence, notes, listing, questions and answers, messaging, commenting, pitching and connecting, posting, discussion boards, machine-based learning algorithms, or any other functionality on the Site, and/or as part of a survey, questionnaire, search, profile, research, data room, promotion, request, or request for feedback or input regarding the Site (each a “Submission” and collectively “Submissions”). You hereby grant to Clade a royalty-free, fully transferable, fully sublicensable license to use, display, copy, perform, reproduce, modify, record, distribute, and create derivative works of Submissions in connection with: (i) Clade’s operation of the Site and its features and functionalities; (ii) Clade’s development, promotion, and implementation of its products, services, programs, and events; and (iii) Clade’s research, development, and other business operations.
In addition, you agree that you will not upload, post, display, or transmit any Submission(s) that:
- Is illegal, defamatory, deceptive, fraudulent, discriminatory, tortious, obscene, pornographic, or otherwise objectionable;
- Infringes, misappropriates, or otherwise violates the personal or proprietary rights of others;
- Contains any virus, malware, worm, Trojan horse, disabling device, or any other harmful or malicious script, code, or tool;
- Impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity;
- Contains unsolicited communications, promotions, or advertisements, or spam;
- Harms, harasses, threatens, or violates the rights of any third party, or promotes, provokes, or incites violence;
- Constitutes false advertising, false endorsement, or is otherwise false, misleading, or likely to cause consumer or investor confusion; or
- Manipulates data or identifiers in order to mislead, misrepresent or disguise the origin of the Submission.
Clade may screen, review, edit, moderate, or monitor your Submissions from time to time at its discretion, but has no obligation to do so. In any event, Clade is not responsible to you under these Terms for your or any other user’s Submissions, and shall have no liability or responsibility for the quality, content, accuracy, timeliness, legality, or effectiveness of any Submissions. You acknowledge and agree that Clade shall have no obligation of confidentiality whatsoever with respect to your Submissions or the Submissions of others.
By uploading, posting, displaying, transmitting, or otherwise providing a Submission to the Site, you represent and warrant that: (i) you possess all legal rights required to upload, post, display, and/or transmit each Submission and permit Clade to use such Submission as set forth herein (including without limitation any necessary third-party license rights or required consents under applicable law); (ii) each Submission is in full compliance with all applicable laws and regulations; and (iii) your Submissions do not infringe, misappropriate, or otherwise violate the personal or proprietary rights of any third party.
Third-Party Content
The Site or Service may contain links or connections to third-party websites or services that are not owned or controlled by Clade. When you access third-party websites or use third party services, you accept that there are risks in doing so, and that Clade is not responsible for such risks. We encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. Clade has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of any third-party. In addition, Clade will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Site, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Warranty Disclaimer
NEITHER CLADE NOR ITS LICENSORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SITE. THE SITE IS PROVIDED BY CLADE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability
TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL CLADE (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF CAPITAL, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $100, OR (C) ANY MATTER BEYOND CLADE’S REASONABLE CONTROL.
Indemnity
To the fullest extent not prohibited by applicable law, you agree to indemnify and hold Clade and its affiliates, officers, agents, employees and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or related to any third-party claims, suits or actions relating to your use of the Site or your violation of these Terms.
Choice of Law; Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflicts of law provisions that would cause the application of the laws of any jurisdiction other than the State of New York.
Arbitration Agreement
THE FOLLOWING SECTION WILL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY AS IT REQUIRES YOU TO ARBITRATE DISPUTES AND CLAIMS WITH CLADE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CLADE.
Arbitration Rules; Applicability. Any and all controversies, claims or disputes arising out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this agreement to arbitrate (“Dispute”), except as otherwise set forth hereof, shall be resolved according to the following procedures which shall constitute the sole dispute resolution mechanism hereunder. In the event that the parties are unable to resolve any Dispute informally, then such Dispute shall be submitted to a confidential, final and binding arbitration. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the New York, New York office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The existence and content of the Dispute, the arbitral proceedings and any rulings or award shall be kept strictly confidential except that either party may disclose such information (i) to the extent that disclosure may be required of a party to fulfill a legal duty or right, (ii) to enforce or challenge an award in a bona fide legal proceeding as authorized herein, and/or (iii) to such party’s professional advisors, provided such advisors are bound by confidentiality obligations at least as restrictive as those set forth herein. In addition, Clade may disclose such information to Clade’s current and potential investors who have been advised of the confidential nature of such information. The arbitration shall be conducted in New York before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall follow New York law and the Federal Rules of Evidence in adjudicating the Dispute. The parties waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any New York state or federal court with experience in matters involving the software industry. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in New York.
- Costs of Arbitration. The JAMS rules will govern payment of all arbitration fees, and Clade may seek its attorneys’ fees and costs in arbitration.
- Waiver of Jury Trial. YOU AND CLADE WAIVE ALL RIGHTS (WHETHER CONSTITUTIONAL, STATUTORY, OR OTHERWISE) TO GO TO COURT AND CONDUCT A TRIAL IN FRONT OF A JUDGE OR JURY. YOU AND CLADE ARE INSTEAD CHOOSING TO HAVE CLAIMS AND DISPUTES RESOLVED BY ARBITRATION. TO THE EXTENT YOU OR CLADE SEEK TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE SUBMIT ANY DISPUTE IN A COURT OF COMPETENT JURISDICTION, YOU AND CLADE WAIVE ALL RIGHTS TO A JURY TRIAL AND ELECT INSTEAD TO HAVE SUCH DISPUTE RESOLVED BY A JUDGE.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE INDIVIDUAL OR ENTITY CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR ENTITY.
Miscellaneous
The failure of either you or Clade to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Clade agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Clade, and that they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Clade, and you do not have any authority of any kind to bind Clade in any respect whatsoever. You and Clade agree there are no third-party beneficiaries intended under these Terms.