These Terms of Use (“Terms of Use” or “Agreement”) should be read carefully before using the services offered by DifferentFunds, Inc. and those of its subsidiaries and affiliates (collectively “DifferentFunds”), or accessing the websites of DifferentFunds or those of its subsidiaries and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.differentfunds.com and its subdomains (the “Site”) and the services owned and operated by DifferentFunds (collectively with the Site, the “Service”). By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by DifferentFunds from time to time on the Site, each of which is incorporated by reference and each of which may be updated by DifferentFunds from time to time without notice to you.
Your use of the Site is governed by the version of this Agreement in effect on the date of use. DifferentFunds may modify this Agreement at any time and without prior notice. Your continued use of and access to the DifferentFunds Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and DifferentFunds, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with DifferentFunds, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement or the Different Privacy Policy, you are not eligible to participate in DifferentFunds’ Service or to otherwise use the Site. This Agreement applies to all users of the Site or the Service, including fund managers, corporate investors, and non-dilutive capital providers (“Funders”), and anyone else who in any way uses the Site or the Service provided by DifferentFunds (in each case, a “User”).
User Qualifications
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. DifferentFunds may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. Where the provision set forth in the preceding sentence is deemed to be invalid, illegal or unenforceable in any particular jurisdiction, any User’s right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify DifferentFunds for violations of this Agreement.
Your use of the Service is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute or submit any User Submission (defined below) or other materials or otherwise use the Service or interact with the Service in a manner that:
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(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including DifferentFunds);
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(b) Violates any law or regulation, including any applicable export control laws, or would cause DifferentFunds to be in violation of any law or regulation (including, without limitation, any laws relating to labor, employment, or the issuance of securities);
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(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
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(d) Jeopardizes the security of your DifferentFunds account or anyone else’s (such as allowing someone else to log in to the Service as you);
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(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
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(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
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(g) Runs any form of auto-responder or “spam” on the Service, or any processes that run or are activated while you are not logged into the Service, or that otherwise interfere with the proper working of the Service (including by placing an unreasonable load on the Service’ infrastructure);
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(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Service or Content (through use of manual or automated means);
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(i) Circumvents or attempts to circumvent any features, limitations, or restrictions of the Service (including, without limitation, attempting to access, download, export, or otherwise use or exploit any Content using any automated means or tools);
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(j) Copies or stores any significant portion of the Content;
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(k) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service.
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A violation of any of the foregoing is grounds for account suspension or termination of your right to use or access the Service.
What are my rights with respect to the Service?
The materials displayed or published or available on or through the Service, including, but not limited to, text, graphics, data, articles, information, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service in any way (including through the DifferentFunds website, report downloads, etc.). You will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you in a way that violates someone else’s (including DifferentFunds’) rights. You may reference the Content with proper attribution to DifferentFunds or the applicable owner; however, any other uses of the Content require DifferentFunds’ prior written consent.
You understand that DifferentFunds owns the Service. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, re-sell, sublicense, re-distribute, or otherwise exploit any aspect of the Service.
If you would like to use Content in any manner other than as expressly permitted by these Terms), please contact us at invest@differentfunds.com with the subject line “Potential Content Usage” to discuss the ways that DifferentFunds may provide its data and/or analysis to you. You may be required to submit an application and/or meet certain eligibility criteria in order to participate in a program or product, and there may be different terms and conditions which apply to the specific program that you choose. You must agree to all terms and conditions and, if applicable, pay all required fees which apply to your specific program or product. These Terms apply to all such programs unless specifically stated otherwise in the applicable program terms.
Funders
Each Funder is solely responsible for the material such Funder posts on the Site and, by posting such material, represents that (i) it has complied in all material respects with all applicable rules and regulations and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. Each Funder is solely responsible for ensuring that any provided information, and their use of the Site, is in compliance with all applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or any body duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing (“Applicable Laws”). Each authorized representative of a Funder accessing the Site hereby represents and warrants, on behalf of such Funder, that its use of the Site is, and shall be at all times, in compliance with Applicable Laws.
No Guarantee of Introduction or Additional Information
DifferentFunds is not obligated to introduce you to, or provide any additional information on, any Funder or User. Any introductions, or provisions of additional information or analysis, are made solely at DifferentFunds’ discretion. DifferentFunds does not guarantee that a Funder will accept a User’s request for introduction or additional information.
Third Party Agreements
Any agreements between Funder and Users, including but not limited to subscription agreements, operating and limited liability company agreements and side letter agreements, are solely between the parties to those agreements. DifferentFunds will not bear any liability to any Funder, User or any other party to any of those agreements, or their successors, heirs, assigns or third-party beneficiaries, on account of any breach of such agreement, unless DifferentFunds expressly enters into such agreement as a party thereto and liability is imposed pursuant to such agreement’s terms.
Unauthorized Use
Our Services and certain pages of the Site are available only to Users who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of a questionnaire and satisfactory background information screening and/or identification verification. Only Users of Different with a valid User ID, a valid User Role, and password are authorized to access such services and web pages.
Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or the Service or interfere with any other party’s use and enjoyment of the Site or the Service. You agree that you will not engage in any activities related to the Site that are contrary to Applicable Laws. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. DifferentFunds reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at invest@differentfunds.com
Site Accessibility
DifferentFunds reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and DifferentFunds does not undertake any obligation or responsibility to update or amend any such information. DifferentFunds may discontinue or change any product or service described in or offered on the Site at any time. DifferentFunds further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. You agree that DifferentFunds and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
Does using DifferentFunds cost anything?
We reserve the right to charge for certain or all Service. Certain aspects or uses of the Service require you to pay fees, for example, in order to access certain content or analysis. Contact us at invest@differentfunds.com to learn more about our paid products or Service. You agree to pay all fees which apply to your use of the Service. DifferentFunds reserves the right to change any fees and pricing applicable to the Service at any time upon notice to you (which may be sent by email or posted on DifferentFunds’ website). Your use of the Service following such notification constitutes your acceptance of any new or increased fees.
Modification of Terms of Use
DifferentFunds reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Such modification shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended. DifferentFunds may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
United States Use Only
The Site is intended to be used only by Users who are residents of the United States. Users who access the Site from outside the United States do so at their own initiative and risk and are responsible for compliance with all Applicable Laws. DifferentFunds may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.
The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. You acknowledge and agree that it is solely your responsibility to be aware of the Applicable Laws and regulations of your country of residence. It is your responsibility to be aware of and to observe all Applicable Laws of any relevant jurisdiction, including the one in which you reside.
Use of Links
The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under DifferentFunds’ control, and you acknowledge that DifferentFunds is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by DifferentFunds or any association with its operators. You further acknowledge and agree that DifferentFunds shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the Different Site and Service.
Third Party Content
Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively “Third Party Content”). DifferentFunds does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that DifferentFunds is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.
Consent to Receive Notices Electronically
To the extent permitted by Applicable Laws, your use of the Site constitutes your consent to receive all communications from us, including notices, agreements, legally required disclosures or other information in connection with DifferentFunds or materials or services provided (collectively referred hereafter as “Notices”) electronically. We will provide such electronic Notices by email. The delivery of any such Notice is effective when emailed, regardless of whether you read the Notice. If you want to withdraw your consent to receive such Notices electronically, you must discontinue use of the Site.
Proprietary Rights
The Different logos are trademarks and service marks of DifferentFunds. DifferentFunds or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon (“Content”). The Site contains the copyrighted material, trademarks and other proprietary information of DifferentFunds and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of DifferentFunds.
In addition, to the extent you receive information from DifferentFunds, Funders or Users with respect to their presence on or usage of the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Funder or User. You agree that DifferentFunds may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any Applicable Laws, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of DifferentFunds, its Users, or the public.
By using and accessing DifferentFunds, you agree to keep all information you learn about Funders on the Site private and confidential.
Copyright Policy
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify DifferentFunds as soon as possible by sending an email to invest@differentfunds.com, with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, DifferentFunds will also terminate a User’s account if the User is determined to be a repeat infringer.
Termination
DifferentFunds may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by sending an email with the subject line “Terminate Account” to invest@differentfunds.com with the full name and registered email of the User seeking account termination. DifferentFunds may require you to verify that you are the User seeking termination before terminating your account. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Warranty Disclaimer
DifferentFunds has no special relationship with or fiduciary duty to you. You acknowledge that DifferentFunds has no control over, and no duty to take any action regarding: which Users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release DifferentFunds from all liability for you having acquired or not acquired Content through the Site. DifferentFunds makes no representations concerning any Content contained in or accessed through the Site, and DifferentFunds will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
DifferentFunds neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND SITE-RELATED SERVICES.
DifferentFunds makes no representation or warranty, express or implied, with respect to any third party data provided to DifferentFunds or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. DifferentFunds will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by DifferentFunds or “force majeure” or any other cause beyond the control of DifferentFunds.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
Electronic Communication Privacy Act Notice (18 U.S.C. 2701-2711)
DifferentFunds makes no guarantee of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. DifferentFunds will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on DifferentFunds’ equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Indemnification
You shall defend, indemnify, and hold harmless DifferentFunds, its affiliates, their respective heirs, successors and assigns, and the employees, contractors, officers, directors, managers, owners, partners, agents, and representatives, suppliers and service providers of each of the foregoing from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User submissions, violation of the Agreement, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. DifferentFunds reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with DifferentFunds in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL DIFFERENTFUNDS, NOR ITS AFFILIATES, NOR THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS, NOR ANY OF THE EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, MANAGERS, OWNERS, PARTNERS, AGENTS, REPRESENTATIVES, SUPPLIERS AND SERVICE PROVIDERS OF ANY OF THE FOREGOING, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Governing Law; Arbitration
This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and DifferentFunds, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against DifferentFunds only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to DifferentFunds, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to DifferentFunds.
Severability
If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Effective Date
This Terms of Use was last updated on December 17, 2020.