PipeFund Services Organization values and respects your privacy, and we want you to know that the information you share with us will be treated with care.
You should feel secure in knowing that PipeFund does not sell, lease or share personal information with marketers outside of PipeFund for purposes of offering their own products or services. In addition, PipeFund does not disclose any non-public information concerning transactions effected using its services.
Collecting Information about You
When you visit our website, we may collect information in order to service your account and your transactions, save you time and better respond to your needs.
We use "cookie" technology to collect site statistical information and improve your experience on the site. Cookies set by PipeFund do not capture any personally identifiable information, such as your individual e-mail address. We may automatically collect some statistical data as you browse this Website. For example, we may automatically collect your "IP address" used to connect your computer to the Internet, browser type and version, operating system and platform, average time spent on our site, pages viewed, information searched for, access times, "clickstream data," and other relevant information about your online experience. You may browse our Website anonymously by choosing not to provide us with any "personally identifiable information (PII)," such as your name or e-mail address, or choosing not to register or login during your visits to our site. When you browse this way, we will not link your online activity with the account you may have with us.
For Users registering a transaction with PipeFund, we limit the collection of information to what we need to know to administer their accounts, to provide our services to them, to offer new products and services, and to satisfy any legal and regulatory requirements. Wherever it is not clear from the context about the general uses of information we collect from Users, we will promptly provide additional explanation if requested.
Using Your Personal Information
To provide services to you, we may share information with carefully selected "vendors" and "business partners" with whom we work and contract to provide services to you on PipeFund’s behalf, provided that all such companies that act on our behalf are contractually obligated to keep all information confidential and to use your information only to provide the services we ask them to perform for you and us.
To the extent permitted by law, we may disclose personally identifiable information to government authorities or third parties pursuant to a legal request, subpoena, or other legal process if we are required to do so by law. We may also use or disclose your information as permitted by law to perform credit charges in accordance with your agreements with us, report or collect debts owed, fight fraud, or protect the legal rights and safety of our Website and PipeFund and of our clients or Users, and our shareholders or investors, members, officers and employees (such as to legal representatives and law enforcement).
Using Your E-mail Address
We use your e-mail address to send you information about your account with PipeFund or your transactions being effected utilizing one or more of PipeFund’s services. We will also send you e-mail service notifications that provide account information, answer your questions about a product or service, facilitate a transaction, or fulfill a legal or regulatory disclosure requirement.
We may also use your e-mail address for the following types of e-mail messages:
- Updates about our products and services as well as valuable offers from our business partners that we send you on their behalf.
- Regularly scheduled e-mail newsletters related to PipeFund products or services in which you are enrolled.
Third Party Sites
Ads That Link to Our Site. PipeFund may hire other companies to place our banner ads on other websites and to perform tracking and reporting activities on this site and other websites. This enables us to learn which advertisements and websites bring users to our websites. A unique "cookie," if it exists on your computer, is placed there either by us, an ad management partner, or by another advertiser who works with our ad management partners. However, these companies do not collect personally identifiable information in this manner and we do not give any personally identifiable information to them.
PipeFund.com is not intended for use by children. We do not knowingly solicit data online from, or market online to, children under the age of 13. If we obtain personally identifiable information in error on a child under the age of 13, we will promptly delete that information from our systems.
All non-public information obtained by or stored with PipeFund in connection with a transaction effected using one or more of PipeFund's services is maintained in confidence by us and not disclosed by us to any other person or entity, except as may be required by law or legal process, provided that information concerning the transaction and its participants may be furnished to reputable banking institutions and/or legal counsel (a) solely in contemplation of any such organization providing cash escrow services for such transaction and (b) provided such organization is obligated to maintain such information in confidence and such information is only disclosed to those personnel within such organization who need to know such information in connection with such services. After a transaction is made public, for promotional purposes we may disclose such aspects of the transaction which are otherwise publicly available.
Securing Your Information
We take reasonable precautions to keep all information obtained from our Users and their organizations secure against unauthorized access and use. When you provide us with credit card information for payment, your information is encrypted and transferred over a secure connection, available on browsers such as Microsoft Internet Explorer or Mozilla Firefox. The padlock icon found in most browsers will appear locked and the first characters of the website address will change from "http" to "https" if you are accessing a secure server.
Once your information reaches us, we store it behind a secure firewall that blocks access to the information from outside of our network. Only PipeFund authorized individuals are allowed to access the information, and such individuals are limited to those who may require such information in rendering services to you. Do not use e-mail to send us any personally identifiable information, since it would be unencrypted and can be read by anyone who receives or intercepts it.
Notification of Changes
IMPORTANT—READ THESE TERMS AND CONDITIONS FOR USING OUR WEBSITE AND ITS CONTENT AND THE SERVICES OF PIPEFUND SERVICES ORGANIZATION CAREFULLY BEFORE USING THIS WEBSITE OR ITS CONTENT OR APPLICATIONS OR SUCH SERVICES. BY USING THIS WEBSITE OR ITS CONTENT OR APPLICATIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT (THIS “AGREEMENT”), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE, ON BEHALF OF YOURSELF AND THE OTHER USERS WITHIN YOUR ORGANIZATION, TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT USING THIS WEBSITE, ITS CONTENT OR APPLICATIONS.
Certain Defined Terms. Initially capitalized terms used herein and not otherwise defined shall have the following meanings:
“PipeFund Documents” means collectively PipeFund’s proprietary documents, available and accessible at www.pipefund.com/documents, for use in PipeFund Transactions, including (a) standard transaction documents (“PST Documents”) intended to be incorporated by reference into Transaction Documents for PipeFund Transactions, and (b) form or template documents for use in preparing such Transaction Documents which incorporate by reference the terms, conditions and definitions contained in PST Documents.
“PipeFund Escrow Services” means escrow services provided by PipeFund whereby PipeFund or its designee serves as escrow agent in a PipeFund Transaction, receiving, holding and distributing investment funds and/or certain Transaction Documents, including cash escrow services in which a banking institution or law firm may be designated as escrow agent for investment funds.
“PipeFund Transaction” means the offer and sale of an issuer’s common stock (and/or securities directly or indirectly convertible, exercisable and/or exchangeable into or for common stock), which common stock is registered under the Securities Exchange Act of 1934, as amended, or otherwise publicly traded or contemplated to be publicly traded, in a transaction either (a) exempt from the registration requirements of the Securities Act of 1933, as amended, or (b) pursuant to a prospectus contained in a registration statement filed under such Act, which transaction utilizes the services of PipeFund, including PipeFund Documents and/or PipeFund Escrow Services.
“Transaction Documents” means, with respect to any PipeFund Transaction, all transaction documents in connection with the transaction, including without limitation the securities purchase agreement relating to the purchase and sale of securities entered into between an issuer of securities and investor(s).
“User” means any issuer or investor, or any individual acting as a representative of an issuer or investor, in a PipeFund Transaction, or any other user of PipeFund’s Website or Content (as such terms are defined below), PipeFund Documents or PipeFund Escrow Services.
General. This website (the “Website”) and its text, graphics, images, links, information, legal agreements and documents downloaded from the Website, applications, and other material and applications contained on the Website (collectively, “Content”) are provided by PipeFund Services Organization, LLC, a Delaware limited liability company (“PipeFund”), for purposes of facilitating PipeFund Transactions. The PipeFund Documents may only be used pursuant to a valid license, which license entitles the licensee (including all participants in the applicable transaction) to use the PipeFund Document for a single PipeFund Transaction (such license may be obtained by clicking on ‘Start Transaction’ or contacting PipeFund and accepting PipeFund's terms and conditions of use). The Content is not intended to be a substitute for professional legal advice. Always seek the advice of your attorney with any questions you may have regarding legal agreements and documents viewed, printed and/or downloaded from the Website (including without limitation the PipeFund Documents, the “Legal Documents”) or other Content contained on the Website.
Use of Website and Contents. The Website and all Content, including the Legal Documents, are protected by copyright under both United States and foreign laws. The Website and its Contents may be used only for a transaction registered or contemplated to be registered on the Website except as otherwise set forth herein. You may not reproduce, copy, modify, display, sell, license or use any Content for commercial or public purposes, or permit the Website, its Content, or the Legal Documents to be used by third parties (except as may be set forth in and pursuant to a valid license agreement). You shall not, and shall not allow any third party to, directly or indirectly decompile, disassemble or reverse engineer, modify, develop derivative works from or otherwise interfere with the operation of the Website or use the Content in any way for any purpose (whether private, public or commercial), other than those expressly stated in this Agreement or a valid license. Any other redistribution, retransmission or publication of the Website or its Content, including the Legal Documents, is strictly prohibited. You agree not to change or delete any proprietary notices from the Legal Documents. Title to the Content and any modifications thereto remains with PipeFund, and title to the Legal Documents and any modifications thereto remains with RPITL, LLC. The “look” and “feel” of the Website (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by copyright under both United States and foreign laws. All product names, names of services, trademarks, logos and service marks ("Marks") displayed on this Website or the Contents are the property of PipeFund or the property of their respective owners, as indicated. Users are prohibited from using any Marks for any purpose whatsoever (other than as permitted by this Agreement), including without limitation use as metatags on other pages or sites on the World Wide Web without the written permission of PipeFund or such third party which may own the Marks. Any use of the Content not expressly permitted by these terms and conditions is a breach of these terms and conditions and may violate copyright, trademark and other laws. Content and features are subject to change or termination without notice in the editorial discretion of PipeFund (provided that the PST Documents shall not be changed, but new versions of each such PST Document, along with all original and prior versions thereof, may be posted on the Website). All rights not expressly granted herein are reserved to PipeFund and RPITL, LLC.
Non-Circumvention. No User shall in any way, manner or media in whole or in part use, copy or distribute any of the PipeFund Documents except pursuant to a valid license agreement therefor from PipeFund, and no User shall directly or indirectly circumvent, or attempt to circumvent, PipeFund by using, copying or distributing any of the PipeFund Documents in any way, manner or media in whole or in part without payment therefor pursuant to a valid license agreement. Each User agrees that in the event such User (including any of its representatives) violates this paragraph, PipeFund shall be entitled to, in addition to any other available remedies, injunctive or other equitable relief to prevent such use, agreement, transaction or arrangement and/or compensation equal to the amount it would have received pursuant to a valid license plus all other amounts allowable under the U.S. Copyright Act, including damages of up to $150,000 plus costs and attorneys fees under the U.S. Copyright Act as applicable. Without limiting the foregoing, in the event that any User utilizes the PipeFund Documents in any transaction in which a Financial Intermediary is engaged or a fee is otherwise payable to a Financial Intermediary without a valid license expressly permitting same, such User acknowledges that PipeFund will suffer damages in an amount that is not currently ascertainable and may be difficult to measure, and in such event, as liquidated damages and not as a penalty, PipeFund shall be entitled to receive from such User an amount equal to four percent of the gross proceeds raised in such transaction.
Prohibited Use. You agree to not use the Website to: (1) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (2) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website; or (3) with respect to any PipeFund Transaction or the use of this Website or the Services (as defined below), intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange or market, including without limitation the New York Stock Exchange, the NYSE Amex or the NASDAQ Stock Market, the Financial Industry Regulatory Authority (FINRA), and any other regulations having the force of law.
Services. The services which may be provided by PipeFund include the license of PipeFund Documents and/or PipeFund Escrow Services (collectively, “Services”), which are described at http://www.pipefund.com/about/services. The Services to be performed by PipeFund in a PipeFund Transaction will be performed in a professional and commercially reasonable manner. You agree to provide all information reasonably requested and necessary or appropriate to enable PipeFund to perform the Services in connection with any PipeFund Transaction in which you are participating.
Fees. In connection with any Services rendered to you as a participant in a PipeFund Transaction, you hereby acknowledge and agree to promptly pay all fees in the amounts and in accordance with the Fees and Pricing Schedule set forth at http://www.pipefund.com/pricing which is incorporated herein by reference and made a part hereof. In the event you fail to pay any amount when due, after written notice and a thirty (30) day opportunity to cure, then in addition to any other remedies PipeFund may have under this Agreement or at law or in equity, PipeFund shall be permitted to charge interest on all unpaid amounts at the rate of one (1%) percent per month commencing on the original due date. In addition, in the event of any unauthorized use or other infringement of the PipeFund Documents violators may be subject to damages of up to $150,000 plus costs and attorneys fees under the U.S. Copyright Act.
Access and Acceptable Use of the Website. If you register a transaction on pipefund.com or otherwise maintain a username and/or password with pipefund.com, at all times thereafter you are responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your identification and password. You shall not disclose your password to any other individual or entity, including other staff working for or with you, your affiliates and all third parties; and you shall not allow third parties to access restricted portions of the Website at any time for any reason. You agree to (i) immediately notify PipeFund of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session if you are accessing PipeFund.com from a public or third-party computer. PipeFund cannot and will not be liable for any loss or damage arising from your failure to comply with the terms and conditions of this paragraph. In the event of your breach of this paragraph, PipeFund shall have the right to charge you, and you shall have the obligation to pay, all costs incurred in connection with responding to or correcting the results of any such breach.
Termination. Without prejudice to any other rights, PipeFund may terminate any permissions to use the Website and its Contents and any Services if you fail to comply with the terms and conditions of this Agreement.
Links to Third Party Sites. If you are able to link to third party sites through the Website, the third party sites are not under the control of PipeFund, and PipeFund is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. PipeFund is not responsible for webcasting or any other form of transmission received from any third party sites. PipeFund is providing these links to third party sites (if any) to you only as a convenience, and the inclusion of any link does not imply an endorsement by PipeFund of the third party site.
Legal Documents. Our Legal Documents have important legal consequences, and all Transaction Documents utilizing any Legal Documents should be prepared and executed under the supervision of an attorney. It is the ultimate responsibility of your legal counsel to determine their legal sufficiency for the use intended with or without change. PipeFund is not rendering any legal advice in connection with the Legal Documents. PipeFund shall not be liable for any loss or damage however caused by use of the Legal Documents with or without the advice of an attorney.
Disclaimer of Warranties and Limitations of Liability. Your agreement to the following disclaimers and limitations are a material inducement to PipeFund to permit you to access the Website and its Content. Your use of the Website and its Content, and the obligations and liabilities of PipeFund in respect of your use of the Website and its Content, is expressly limited as follows:
- CONDUCT OF USERS. PipeFund assumes no responsibility for the activities or conduct of users (whether or not registered Users) of the Website and its Content.
- DISCLAIMER OF WARRANTIES. THE WEBSITE AND ITS CONTENT ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER. PIPEFUND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL PIPEFUND BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST OPPORTUNITY OR BUSINESS INTERRUPTION, RESULTING FROM THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE WEBSITE OR ITS CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PIPEFUND IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THIS PARAGRAPH MAY NOT APPLY TO YOU. IF THE LIMITATIONS SET FORTH IN THIS SECTION ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF PIPEFUND TO YOU FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO US$100.00.
- INDEMNIFICATION. You agree to indemnify, defend and hold harmless PipeFund from and against any and all liability, claims, causes of actions, damages, costs and expenses, including but not limited to, attorneys fees and costs of suit, arising out of your breach of this Agreement or use of the PipeFund Documents.
No Assignment. You may not assign your rights or delegate your obligations under this Agreement.
Amendments. These terms and conditions may be amended by PipeFund from time to time immediately upon notice. Continued use of the Website and its Content following any amendment constitutes acceptance of the amendment.
Notices. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing. Notices shall be deemed to have been properly given on the third day following deposit in the U.S. mails, if mailed, or on the date received, if delivered in any other manner. Notices to you may be sent to the primary address provided by you on the Website. Notices to PipeFund should be sent to PipeFund Services Organization, 767 Third Avenue, 39th Floor, New York, N.Y. 10017.
Jurisdiction and Venue. You expressly agree that exclusive jurisdiction and venue for any dispute with PipeFund, or in any way relating to your use of the Website or its Content, resides in the courts of the State of New York and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of New York in connection with any such dispute including any claim involving PipeFund or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and Content providers. These terms and conditions of this Agreement are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement or the Content to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter hereof are superseded and canceled in their entirety.
Invalidity of any Provision. If any provision hereof is adjudged to be invalid, void or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by a lawful provision that most nearly embodies the original intention of the parties, and that this Agreement will in any event remain valid and enforceable.
Intellectual Property. This Website and the PipeFund Documents are copyrighted. All rights are reserved in connection therewith. No part of this Website or any of the PipeFund Documents may be copied, reproduced, translated or reduced to any electronic medium or machine readable form without the prior written consent of PipeFund, except as otherwise set forth herein or pursuant to a valid license agreement. PipeFund is a tradename and trademark of PipeFund Services Organization. All rights are reserved in connection therewith.
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