Terms of Service

Scope

Your use of the website and mobile sites on which these terms reside (collectively, the “Site”), and the features at this Site are subject to these Terms of Service (the “Terms”), which we may update from time to time. Please read these Terms carefully before using this Site.

The Site is owned or controlled by Diffuse Inc. (“Company”). This Site is intended for and applicable only for individuals who are age 18 or older. If you are under 18 years of age, you may not use this Site. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, and/or submitting information to Company, you agree to and are bound by the terms, conditions, policies and notices contained on this page (the “Terms”), including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, binding arbitration and a choice of Delaware law.

From time to time we may update this Site and these Terms. Your use of this Site after we post any changes to these Terms constitutes your agreement to those changes. You agree to review these Terms periodically to ensure that you are familiar with the most recent version. Company may, in its sole discretion, and at any time, discontinue this Site or any part thereof, with or without notice, or may prevent your use of this Site with or without notice to you. You agree that you do not have any rights in this Site and that Company will have no liability to you if this Site is discontinued or your ability to access the Site or any content you may have posted on the Site is terminated.

Use of the Site and Posting Policy

The following requirements apply to your use of the Site and posting of Your Data:

you will not use any electronic communication feature of the Site for any purpose or post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent or otherwise objectionable or inappropriate as determined by Company;
you will not post any content that contains personal information about any individual without such individual’s prior written consent, that violates the privacy/publicity of any other individual or entity, or that you are under a contractual obligation to keep private or confidential;
you will not impersonate any person or organization, including without limitation, the personnel of Company, or misrepresent an affiliation with another person or organization;
you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;
you will not collect or store personal data about other users;
you will not breach or circumvent any laws or third-party rights;
you will not use the Site for any commercial purpose not expressly approved by Company in writing;
you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication;
you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment;
you will not interfere with, interrupt, destroy, or limit the functionality of the Site or the Company services or any of the Company’s computer software or hardware;
you will not use the Site or the Company services in any manner that could damage, disable, overburden, or impair any server, or interfere with any other party’s use of the Site or the Company services;
you will not attempt to gain unauthorized access to the Company, the Site, or the Company services, third-party accounts, computer systems, or networks connected to the Company, through hacking, cracking, counterfeit software, password mining, or any other means;
you will not and reverse engineer, decompile or disassemble any software accessed through the Company services or the Site;
you will not reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit for any reason any part of the Company, the Site, or Company Content or other content made available on the Site;
you will use the Company services and the Site only for purposes that are permitted;
all of your activities will be in compliance with all applicable laws, rules, and regulations and generally accepted practices and guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States and any other relevant countries); and
you are solely responsible for complying with all applicable laws, rules, and regulations regarding any of your transactions on the Site.

You further agree that:

we are not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on the Site, or to feature or otherwise display any of your content;
you do not rely on us to monitor or edit the Company services (including emails or other communications initiated by individuals, whether or not associated with the Company);
if you operate, manage or otherwise control a search engine or robot or if you display, distribute or otherwise republish any significant amount of the Company Content or other content made available on the Site (as determined by us in our discretion), you must use a descriptive user agent header, follow robots.txt at all times and make it clear how to contact you in your user agent string or on your website if you have one;
you are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List and its equivalent, and agree to immediately notify us in writing if you are added to any trade or economic sanctions lists;
prohibited users are not eligible or allowed to use or access the Company services or the Site; and
The Company maintains the right to select its markets and jurisdictions to operate and may restrict or deny its services to certain countries.

If you are an Investor, you in addition agree:

to only invest in an Offering after carefully reviewing and assessing the content related to the Offering, including the applicable Offering Documents, the terms and risks of the investment and any documentation and information provided the Company;
to use your own judgment before making any decision to invest in an Offering involving what is to you a material amount of money; and
to obtain professional advice, as is appropriate, to protect your interests, including legal, tax, accounting and other advice.

By displaying, publishing, or otherwise posting any Your Data on or through the Site, you hereby grant to Company a non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Your Data in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any Your Data, as well as the right to sublicense Your Data to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones. You continue to retain all ownership rights in your Your Data, and you continue to have the right to use your Your Data in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own the content submitted, displayed, published or posted by you on the Site and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and our use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.

You agree to indemnify and hold Company, its parents, subsidiaries, officers, employees, and website contractors and each of their officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to your violation of these Terms, including the Posting Policy, or any violations thereof by your agents or affiliates or which arises from the use of Your Data you submitted, posted, or otherwise provided to Company or this Site.

Additional Terms

You understand that certain services and features that may be available on the Site may be subject to additional specific terms and conditions. This may include, but is not limited to, the Offering Documents. In the event of any conflict between these Terms and any such specific terms and conditions, the specific terms and conditions will control.

Company Content

Content on this Site that is provided by Company or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans and the compilation of the foregoing (“Company Content”) is the property of Company and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

You agree not to download, display or use any Company Content located on the Site for use in any publications, in public performances, on websites other than this Site for any other commercial purpose, in connection with products or services that are not those of Company, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Company and/or its licensors, that dilutes the strength of Company’s or its licensor’s property, or that otherwise infringes Company’s or its licensors’ intellectual property rights. You further agree to in no other way misuse any Company Content or third party content that appears on this Site.

If you are a trademark or copyright owner and you believe that your trademark or copyright rights have been violated, please contact us at contact@diffuse.vc.

Representations, and Limitations of Liability

Company makes no representations about the reliability of the features of this Site, the content made available on the Site (including the Company Content), Your Data, or any other Site feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Company makes no representations regarding the amount of time that any content or Your Data will be preserved.

Company does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any Your Data. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Company without the prior review and written approval of Company.

THIS SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THIS SITE OR ANY INFORMATION OR SOFTWARE THEREIN. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (COLLECTIVELY, “DAMAGES”) THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS SITE, NOR SHALL COMPANY BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND COMPANY’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL COMPANY OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF COMPANY’S NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.

Third-Party Websites

This Site may hyperlink to sites not maintained by or related to Company. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with this Site or Company, and Company makes no representations or warranties about the content, completeness, or accuracy of those third party sites. Information you submit at a third party site accessible from this Site is subject to the terms of that site’s privacy policy, and Company has no control over how your information is collected, used, or otherwise handled.

California Users and Residents

Under California Civil Code Section 1789.3, California users of the Company services receive the following specific consumer rights notice: “The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.”

Personal Information

On certain areas of our Site, you may be asked to provide us with personally identifiable information. Please read our Privacy Policy for more information about our information collection, use and sharing practices.

Binding Arbitration

You and Company agree that any controversy or claim arising out of or relating to the Site, use of the Site, these Terms and/or the Privacy Policy shall be settled by binding arbitration in Chicago, Illinois at a location determined by the arbitrator as set forth herein, or at such other location as may be mutually agreed upon by the parties, in accordance with the applicable procedural rules set forth in the then prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling (800) 352-5267. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Company shall be entitled to arbitrate their dispute.

THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.

BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THIS SITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

Miscellaneous

Both you and Company acknowledge and agree that no partnership is formed and neither of you nor Company has the power or the authority to obligate or bind the other.

These Terms will be governed by and construed in accordance with the internal laws of the State of Delaware without regard to conflicts of laws principles. By using this site, you hereby agree that any action to enforce any arbitration award and any other disputes (if any) regarding these Terms that are not subject to arbitration will be subject to the courts located in Chicago, Illinois. You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with this Site and/or these Terms, will be resolved individually, without resort to any form of class action. These Terms operate to the fullest extent permissible by law.

The failure of Company to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Company, shall not be deemed a breach of these Terms.

If Company fails to act with respect to your breach or anyone else’s breach on any occasion, Company is not waiving its right to act with respect to future or similar breaches.

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions.

These Terms constitute a binding agreement between you and Company, and is accepted by you upon your use of the Site or your account. These Terms constitute the entire agreement between you and Company regarding the use of the Site and your account. By using the Site you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms.

Proprietary Rights Complaint Process and Notification Form

If you are a trademark or copyright owner and you believe that your rights have been violated in any way, please complete and submit a signed copy of the form below, and send to our designated agent at [insert contact information]. Our agent information is provided pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2).

Upon receipt of a fully completed and signed notification form, we will disable access to the allegedly infringing materials and will promptly notify the individual who posted the materials that access has been disabled as is our obligation under the Copyright Act. If your notification is unsigned or is not on our form and does not contain the authorization language of our form, we will work with you to obtain a properly executed notification. If any of the other information is missing from your notification, however, we will not be able to respond to your request.

Pursuant to 17 U.S.C. § 512(g)(2), the individual who posted the materials may provide us with counter-notification that the materials were removed or disabled as the result of a mistake or misidentification of the materials. This counter-notification must (1) be signed, (2) include the individual’s name, address and telephone number, (3) include a statement that the individual is making the counter-notification under penalty of perjury, and (4) state that the person consents to the jurisdiction of the federal district court where his or her address is located. If we receive such a counter-notification, and we determine that we would like to restore access to the materials, a copy will be sent to you notifying you that access to the materials will be restored within ten business days. Access will be restored between the tenth and fourteenth business day after we receive a counter-notification unless you inform us that you have filed an action seeking a court order to restrain the individual who made the posting from engaging in infringing activity on our network and servers. If we determine that we do not want to restore access to the materials, you will not receive any further notification.

For questions regarding these Terms of Service, please email us at contact@diffuse.vc.