Terms of Service
By using milestoneBased, including by simply viewing content on the Website, you are agreeing that you, and each person you allow to access milestoneBased through your account, will abide by the terms of this Terms of Service (“Agreement”), which is set forth in its entirety below.
This Agreement between you and milestoneBased governs your access to and use of the milestoneBased Service (the “Service”). By accepting this Agreement, you agree to be bound by and abide by its terms and conditions. Your use of the milestoneBased Service indicates your continued acceptance of this Agreement. You agree that the electronic acceptance of this Agreement is intended to have the same force and effect as if this Agreement were physically signed. If you do not accept these terms and conditions, you should click the ‘decline’ button and promptly destroy or delete any materials in your possession relating to the Service. In this Agreement, the words “you” and “your” refer to the person accepting this Agreement, and “milestoneBased” refers to Applicature, Inc. and its affiliates.
Access to the milestoneBased
milestoneBased is a collaboration platform between companies, GPs, and LPs that helps increase the efficiency of capital.
We do this through aligning interests, protecting investments and forecasting success through milestone-based funding, predictive analytics, and rich data benchmarking.
You can access the Service through milestoneBased website or through certain web portals branded by a third party. You have been added to the Service as a user (an “User”) and have got your account ID and password. The terms of this Agreement shall also apply to your use of any aspect of the Service in the future.
You may not access the Service if you are our direct competitor, except with our prior written consent. In addition, you may not access the Service for any competitive purposes.
The Service includes but is not limited to any images, “applets,” photographs, animations, video, audio and text incorporated into the Service by milestoneBased, the “look and feel” of the Service and any proprietary software provided to you by milestoneBased for the purpose of accessing and using the Service. The Service does not include any data or materials posted to a Profile by you or any other participant (an “User”), such as the text of, or attachments to, a publication or comment (such data and materials collectively, “User Data”).
milestoneBased grants you a non-exclusive, non-sublicensable, revocable, non-transferable, limited right and license (the “License”) to access the Service in order to participate in the business being conducted through the Service. You warrant and represent that you will only access and/or use the Service, User Data and/or other resources available on the Service to which you have been granted authorized access via the Service. You further warrant and represent that you will use the Service solely for business purposes. This Agreement will apply to all use of the Service using your account ID and password.
You understand and agree that the License and your account ID and password are only granted to the individual accepting this Agreement. You agree to take all reasonable and prudent steps not to let any other person learn or use the ID or password assigned to you except milestoneBased customer support staff as necessary.
Access to the Service is provided via the Internet through the World Wide Web. You are required to supply all software or hardware needed by you to access the Service, such as a computer, an Internet connection and a compatible Web browser software. In addition, you may be required to download and/or install additional software (e.g., certain software plug-ins or software applications) in order to access certain data on the Service.
The Service may contain one or more hyperlinks to third-party websites and services. MilestoneBased and the party that invites you as User are not responsible for information gathered from, or the use of, any of these third-party websites and services.
Ownership of milestoneBased
milestoneBased is only providing you with the right to access and use the Service. milestoneBased retains sole and exclusive ownership of all right, title and interest in and to the Service (including ownership of copyrights and other intellectual property rights pertaining to the Service, but not including any User Data) and to all modifications and enhancements of the Service, subject only to the rights and privileges expressly granted to you by milestoneBased through this Agreement. In addition, the Service is presented with a distinctive “look and feel,” and this “look and feel” is the property of milestoneBased. milestoneBased reserves all rights in and to the Service not expressly granted under this Agreement. You must not place any claims, liens or encumbrances on the Service.
The Service is protected by U.S. copyright, patent and other U.S. and international laws and international treaty provisions. You may not use, copy, modify or distribute the Service (electronically or otherwise), including the source code for any portion of the Service, or any copy, adaptation, transcription or merged portion thereof, except as expressly authorized by milestoneBased hereunder or otherwise in writing.
You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from or otherwise alter the Service, except where such action is necessary to develop an independent interoperable program (and in such circumstances such action shall only be permitted on the prior written consent of milestoneBased, such consent not to be unreasonably withheld or delayed). You may not transfer, lease, assign, rent or sublicense the rights granted to you under this Agreement, or make the Service available for the use of other persons through your account ID. You may not use any portion of the Service or any standalone utility provided for use with the Service for any purpose other than its intended purpose.
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten or harass another person, organization or milestoneBased. You must not: damage, disable, overburden, disrupt or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute or gain access to the Service or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider or periodic caching of information stored by milestoneBased) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate User Data, such as User Data: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any User Data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(b) access or attempt to access milestoneBased’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
(c) cause, as determined by milestoneBased in its sole discretion, inordinate burden on the Service or milestoneBased’s system resources or capacity.
You acknowledge that the Service has been developed by milestoneBased at great expenditure of time, resources and money and are considered proprietary and confidential by milestoneBased. Therefore, you undertake that except as needed to use the Service, you will not disclose details about the Service to any third party and will exercise the highest reasonable degree of care to safeguard the confidentiality thereof. You may only use or disclose any personally identifiable information about other Users of the Service that you first learn through your use of the Service for business purposes related to the transaction or project being effectuated through the Service. This Confidentiality section does not cover your disclosure of User Data, but your ability to disclose User Data may be governed by other confidentiality obligations.
milestoneBased is committed to maintaining the confidentiality of User Data. milestoneBased will only access and process User Data (a) upon the request of the milestoneBased client for whom the Service has been provided; (b) at the direction of a User granted access to that data; or (c) as otherwise required by applicable law. milestoneBased also may use and disclose statistical data regarding the use of the Service; however, no User, client or particular transaction shall be identified in connection with such statistics.
Termination; Access to Service
Either you or milestoneBased may terminate this Agreement, your access to the Service (in whole or in part) at any time with immediate effect by providing notice of such termination to milestoneBased or the party who has contracted with milestoneBased for the Service. Without limiting the foregoing, milestoneBased may immediately suspend your access to the Service or any utility used by you to access or use the Service if your use of the Service or that utility (a) may, in milestoneBased’s reasonable opinion, impair the ability of other Users to access or use the Service, or (b) is, in milestoneBased’s reasonable opinion, in violation of any federal, state, local or foreign laws, rules, regulations and ordinances.
Upon termination of this Agreement, the License granted pursuant to this Agreement will terminate, and you must immediately cease all access to and use of the Service through any means. Upon termination of this Agreement for any reason or upon discontinuance or abandonment of your use of the Service, you must promptly destroy all materials in your possession pertaining to the Service (including all copies thereof and any proprietary software milestoneBased provided to you, but not including any User Data which is rightfully in your possession). You agree to promptly provide milestoneBased with written certification of your compliance with the terms of this paragraph upon milestoneBased’s request.
Compliance with Laws
You acknowledge and agree that your access to and use of the Service may be subject to applicable foreign, federal, state and/or local laws, ordinances, rules and regulations, including without limitation, the rules and regulations of foreign, federal, state and/or local agencies, such as the Federal Communications Commission and/or the Securities and Exchange Commission (each such agency, a “Regulatory Agency”). You agree to comply with all laws, ordinances, rules, regulations and/or requirements imposed by any government or Regulatory Agency on your use, transmission and disclosure of any data or information via the Service. You also represent and warrant that any data, media or other content you disseminate through the Service does not violate the intellectual property rights or other rights of any third party.
You acknowledge that neither milestoneBased nor any other third-party partner or agent of milestoneBased involved in the provision of the Service (each such third party, a “Third-Party Provider”) can ensure that the operation of, performance of and/or access to the Service will be uninterrupted or error-free. As your exclusive remedy for any material defect in the Service provided hereunder, milestoneBased will attempt through reasonable efforts to correct or cure any such reproducible and documented material defect. milestoneBased will not be obligated to correct, cure or otherwise remedy any nonconformity or defect in the Service (a) if caused by software or other equipment used by you which has not been provided by milestoneBased; (b) if you have made any changes whatsoever to the Service; (c) if the Service has been misused or damaged in any respect; or (d) if you have not reported to milestoneBased the existence and nature of any such nonconformity or defect promptly upon discovering it.
milestoneBased does not and cannot control the flow of data to or from the Service, as such flow depends in large part on the performance of computer hardware and Internet services and software provided or controlled by third parties (including you), on the public Intranet infrastructure and on other events beyond the reasonable control of milestoneBased. At times, action or inaction of third parties, hardware/software problems with the public Internet infrastructure or with your computing equipment or other events beyond the reasonable control of milestoneBased can impair or disrupt your connection to the Service. As specified in the foregoing paragraph, milestoneBased will not be liable for any such interruptions in your ability to access the Service resulting from or related to such services, software or events.
You acknowledge and agree that milestoneBased shall not be responsible for the content of User Data or the modification, use or publication of User Data by you or any other User or third party. milestoneBased shall not be responsible for the accuracy, nature, content or completeness of information obtained by you from the Service.
You acknowledge that the transmission of data via the Service is subject to the likelihood of human and machine errors, omissions, delays and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. milestoneBased will not be liable for any such errors, omissions, delays or losses, except to the extent caused by its gross negligence or willful misconduct (and subject to all other terms and conditions of this Agreement).
When a User accesses data on the Service (e.g. a publication, comment or attachments to a publication or comment), a copy of that data is copied to that user’s local computer (this is called “caching” and is part of how web browsers work). Caching is used to improve the speed of the Service when you repeatedly access graphics or data during a session. Once pages and/or data have been cached on your local computer that data is beyond the control of milestoneBased and may be accessible to anyone with access to your computer. Each User assumes all risk and liability associated with any data cached to that User’s local computer. milestoneBased strongly recommends that you empty your web browser cache when you log out of milestoneBased session to ensure that any cached files from your milestoneBased session are deleted from your computer.
The Service should only be used as a conduit for information, not as primary information storage. As a User, you are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping on your local computer backup copies of data you transmit via the Service in the event you have to re-transmit the data; (b) verifying the data in documents or other materials before transmitting them via the Service; and (c) verifying that documents and other information you have posted to the Service has been properly posted and have been permissioned to only those persons to whom you wish to grant access. You also understand that other Users with appropriate access rights may have access to User Data you transmit through the Service. You shall also run antivirus software on any computer you use to access the Service and shall ensure that documents and files transmitted through the Service have been scanned for viruses.
This Agreement is governed by, and construed in accordance with, the laws of California, United States of America, without regard to conflict of law rules. The parties hereto (a) consent to the exclusive jurisdiction of the California State Court.(b) consent that any process or notice or motion or other application to the court or judge thereof may be served within or without the State of California by registered or certified mail or internationally-recognized courier service, or by personal service, provided a reasonable time for appearance is allowed.
You may not assign, novate or otherwise transfer any rights or obligations under this Agreement without milestoneBased’s prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void.
Changes to this Agreement
milestoneBased will have the right to modify this Agreement from time to time. milestoneBased will notify you of any such material modification by posting a notice on the Service that milestoneBased has so modified the Agreement. You understand and agree that your continued use of the Service following the posting of such notice indicates your acceptance of any such modifications, which will become a part of this Agreement. We will not post notification of non-material changes.
BY ACCEPTING THIS AGREEMENT AND CONTINUING TO USE THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.