Ownership of Site; Agreement to Terms of Use
These Terms and Conditions of Use (the “Terms of Use”) apply to the Shadow Foundry
web site located at
www.shadowfoundry.ai, and all associated sites linked to
www.shadowfoundry.ai by Shadow Foundry, its
subsidiaries and
affiliates, including Shadow Foundry sites around the world (collectively, the “Site”). The Site is the
property of
Shadow Foundry, Inc. (“Shadow Foundry”) and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF
USE; IF YOU DO
NOT AGREE, DO NOT USE THE SITE.
Shadow Foundry reserves the right, at its sole discretion, to change, modify, add or remove portions of
these Terms of
Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your
continued use of
the Site following the posting of changes will mean that you accept and agree to the changes. As long as you
comply with
these Terms of Use, Shadow Foundry grants you a personal, non-exclusive, non-transferable, limited privilege
to enter
and use the Site.
Content
All text, graphics, user interfaces, visual interfaces, photographs, trademarks,
logos, sounds, music, artwork and
computer code (collectively, “Content”), including but not limited to the design, structure, selection,
coordination,
expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or
licensed by
or to Shadow Foundry, and is protected by trade dress, copyright, patent and trademark laws, and various
other
intellectual property rights and unfair competition laws.
Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied,
reproduced,
republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any
way (including
“mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for
any
commercial enterprise, without Shadow Foundry’s express prior written consent.
You may use information on Shadow Foundry’s products and services (such as data sheets, whitepapers, and
similar
materials) purposely made available by Shadow Foundry for downloading from the Site, provided that you (1)
not remove
any proprietary notice language in all copies of such documents, (2) use such information only for your
personal,
non-commercial informational purpose and do not copy or post such information on any networked computer or
broadcast it
in any media, (3) make no modifications to any such information, and (4) not make any additional
representations or
warranties relating to such documents.
Your Use of the Site
You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic
device, program, algorithm or
methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of
the Site or
any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or
any
Content, to obtain or attempt to obtain any materials, documents or information through any means not
purposely made
available through the Site. Shadow Foundry reserves the right to bar any such activity.
You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems
or networks
connected to the Site or to any Shadow Foundry server, or to any of the services offered on or through the
Site, by
hacking, password “mining” or any other illegitimate means.
You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor
breach the
security or authentication measures on the Site or any network connected to the Site. You may not reverse
look-up, trace
or seek to trace any information on any other user of or visitor to the Site, or any other customer of
Shadow Foundry,
including any Shadow Foundry account not owned by you, to its source, or exploit the Site or any service or
information
made available or offered by or through the Site, in any way where the purpose is to reveal any information,
including
but not limited to personal identification or information, other than your own information, as provided for
by the Site.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on
the
infrastructure of the Site or Shadow Foundry’s systems or networks, or any systems or networks connected to
the Site or
to Shadow Foundry.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper
working of the
Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message
or
transmittal you send to Shadow Foundry on or through the Site or any service offered on or through the Site.
You may not
pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of
Use, or to
solicit the performance of any illegal activity or other activity which infringes the rights of Shadow
Foundry or
others.
Legal Identities
As is customary in the venture capital and investment management industries, we may use language on the Site or in other materials that suggests that “Shadow Foundry” is a single entity. You are advised that no such single entity exists; rather, Shadow Foundry, Inc., and its various affiliated entities each maintain a separate legal existence. In addition, as is customary in the venture capital and investment management industries, we may identify certain individuals as “partners” on the Site or in other materials. You should not interpret this to mean that such individuals are actually Partners of any particular Shadow Foundry entity or able to bind any particular Shadow Foundry entity.
Correspondence with Shadow Foundry; Business Plans; Confidentiality
Absent a written non-disclosure and confidentiality agreement (an “NDA”), Shadow Foundry accepts no obligations of confidentiality with regard to any materials submitted to it, either through the Site, via email or otherwise (including any unsolicited business plans). Therefore, you are advised that, unless we have signed an NDA, Shadow Foundry will consider any information that you provide to us to be non-confidential and non-proprietary, and will have no fiduciary or other duties to you with respect to such information.
Purchases; Other Terms and Conditions
Additional terms and conditions may apply to purchases of goods or services and to
specific portions or features of the
Site, including contests, promotions or other similar features, all of which terms are made a part of these
Terms of Use
by this reference. You agree to abide by such other terms and conditions, including where applicable
representing that
you are of sufficient legal age to use or participate in such service or feature. If there is a conflict
between these
Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service
offered on or
through the Site, the latter terms shall control with respect to your use of that portion of the Site or the
specific
service.
Shadow Foundry’s obligations, if any, with regard to its products and services are governed solely by the
agreements
pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.
Shadow Foundry may make changes to any products or services offered on the Site, or to the applicable prices
for any
such products or services, at any time, without notice. The materials on the Site with respect to products
and services
may be out of date, and Shadow Foundry makes no commitment to update the materials on the Site with respect
to such
products and services.
The following terms also govern and apply to your use of the Site, and they are incorporated herein by this
reference:
You should not interpret this Site or in any Materials as presenting (i) an unbiased or comprehensive
description of
Shadow Foundry, its investments or its portfolio companies, (ii) investment or tax advice or (iii) an offer
to purchase
or sell any security, investment product or investment advice.
Each of these policies may be changed from time to time and are effective immediately upon posting such
changes on the
Site.
Accounts, Passwords and Security
Certain features or services offered on or through the Site may require you to open
an account. You are entirely
responsible for maintaining the confidentiality of the information you hold for your account, including your
password,
and for any and all activity that occurs under your account as a result of your failing to keep this
information secure
and confidential. You agree to notify Shadow Foundry immediately of any unauthorized use of your account or
password, or
any other breach of security. You may be held liable for losses incurred by Shadow Foundry or any other user
of or
visitor to the Site due to someone else using your User ID, password or account as a result of your failing
to keep your
account information secure and confidential.
You may not use anyone else’s User ID, password or account at any time without the express permission and
consent of the
holder of that User ID, password or account. Shadow Foundry cannot and will not be liable for any loss or
damage arising
from your failure to comply with these obligations.
Privacy
Shadow Foundry’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view Shadow Foundry’s Privacy Policy, click here. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
Links to Other Sites and to the Shadow Foundry Site
This Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Shadow Foundry’s control, and Shadow Foundry is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.
Disclaimers
SHADOW FOUNDRY DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF
THE SITE WILL BE ERROR-FREE OR
UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC
RESULTS. THE
SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE
SITE IS
SUBJECT TO CHANGE WITHOUT NOTICE. SHADOW FOUNDRY CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD
FROM THE SITE
WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. SHADOW FOUNDRY DISCLAIMS ALL WARRANTIES,
EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
SHADOW FOUNDRY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN
CONNECTION
WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SHADOW FOUNDRY SERVICES. YOU ASSUME TOTAL RESPONSIBILITY
FOR YOUR USE
OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST SHADOW FOUNDRY FOR DISSATISFACTION WITH THE SITE
OR ANY
CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN
BETWEEN THE
PARTIES.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance,
error,
omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication
line
failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of
contract, tort,
negligence or any other cause of action.
Shadow Foundry reserves the right to do any of the following, at any time, without notice: (1) to modify,
suspend or
terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or
change the
Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation
of the Site,
or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or
other
changes.
Limitation of Liability
Except where prohibited by law, in no event will Shadow Foundry be liable to you for
any indirect, consequential,
exemplary, incidental or punitive damages, including lost profits, even if Shadow Foundry has been advised
of the
possibility of such damages.
If, notwithstanding the other provisions of these Terms of Use, Shadow Foundry is found to be liable to you
for any
damage or loss which arises out of or is in any way connected with your use of the Site or any Content,
Shadow Foundry’s
liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with
respect to any
service or feature of or on the Site paid in the six months prior to the date of the initial claim made
against Shadow
Foundry, or (2) USD $100.00. Some jurisdictions do not allow limitations of liability, so the foregoing
limitation may
not apply to you.
Indemnity
You agree to indemnify and hold Shadow Foundry, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Shadow Foundry by any third party due to or arising out of or in connection with your use of the Site.
Violation of These Terms of Use
Shadow Foundry may disclose any information we have about you (including your
identity) if we determine that such
disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or
to
identify, contact or bring legal action against someone who may be causing injury to or interference with
(either
intentionally or unintentionally) Shadow Foundry’s rights or property, or the rights or property of visitors
to or users
of the Site, including Shadow Foundry’s partners and customers. Shadow Foundry reserves the right at all
times to
disclose any information that Shadow Foundry deems necessary to comply with any applicable law, regulation,
legal
process or governmental request. Shadow Foundry also may disclose your information when Shadow Foundry
determines that
applicable law requires or permits such disclosure, including exchanging information with other companies
and
organizations for fraud protection purposes.
You acknowledge and agree that Shadow Foundry may preserve any transmittal or communication by you with
Shadow Foundry
through the Site or any service offered on or through the Site, and may also disclose such data if required
to do so by
law or Shadow Foundry determines that such preservation or disclosure is reasonably necessary to (1) comply
with legal
process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of
others, or (4)
protect the rights, property or personal safety of Shadow Foundry, its employees, users of or visitors to
the Site, and
the public.
You agree that Shadow Foundry may, in its sole discretion and without prior notice, terminate your access to
the Site
and/or block your future access to the Site if we determine that you have violated these Terms of Use or
other
agreements or guidelines which may be associated with your use of the Site. You also agree that any
violation by you of
these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm
to Shadow
Foundry, for which monetary damages would be inadequate, and you consent to Shadow Foundry obtaining any
injunctive or
equitable relief that Shadow Foundry deems necessary or appropriate in such circumstances. These remedies
are in
addition to any other remedies Shadow Foundry may have at law or in equity.
You agree that Shadow Foundry may, in its sole discretion and without prior notice, terminate your access to
the Site,
for cause, which includes (but is not limited to) (1) requests by law enforcement or other government
agencies, (2) a
request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site
or any
service offered on or through the Site, or (4) unexpected technical issues or problems.
If Shadow Foundry does take any legal action against you as a result of your violation of these Terms of
Use, Shadow
Foundry will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs
of such
action, in addition to any other relief granted to Shadow Foundry. You agree that Shadow Foundry will not be
liable to
you or to any third party for termination of your access to the Site as a result of any violation of these
Terms of Use.
Governing Law; Dispute Resolution
You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Queens County, New York, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Shadow Foundry and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
Void Where Prohibited
Shadow Foundry administers and operates the www.shadowfoundry.ai Site from its location in New York, New York USA; other Shadow Foundry sites may be administered and operated from various locations outside the United States. Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Shadow Foundry reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
Miscellaneous
You may not use or export or re-export any Content or any copy or adaptation of such
Content, or any product or service
offered on the Site, in violation of any applicable laws or regulations, including without limitation United
States
export laws and regulations.
If any of the provisions of these Terms of Use are held by a court or other tribunal of competent
jurisdiction to be
void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and
replaced with
a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall
remain in full
force and effect. These Terms of Use constitute the entire agreement between you and Shadow Foundry with
regard to your
use of the Site, and any and all other written or oral agreements or understandings previously existing
between you and
Shadow Foundry with respect to such use are hereby superseded and cancelled. Other than as provided in a
purchase
agreement you enter into with Shadow Foundry, Shadow Foundry will not accept any counter-offers to these
Terms of Use,
and all such offers are hereby categorically rejected. Shadow Foundry’s failure to insist on or enforce
strict
performance of these Terms of Use shall not be construed as a waiver by Shadow Foundry of any provision or
any right it
has to enforce these Terms of Use, nor shall any course of conduct between Shadow Foundry and you or any
other party be
deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or
construed to confer
any rights or remedies on any third parties.
Shadow Foundry provides access to Shadow Foundry international data and, therefore, may contain references
or cross
references to Shadow Foundry products, programs and services that are not announced in your country. Such
reference does
not imply that Shadow Foundry in your country intends to announce such products, programs or services.
Feedback and Information
Any feedback you provide at this site shall be deemed to be non-confidential. Shadow
Foundry shall be free to use such
information on an unrestricted basis.
The information contained in this Site is subject to change without notice.
Copyright © 2019-2021 Shadow Foundry, Inc. All rights reserved.
Shadow Foundry, Inc., 4206A Bell Blvd; Bayside, NY 11361, USA.
Updated by The Shadow Foundry Legal Team on March 18, 2021