Small-Cap Institute Terms of Service
Thank you for visiting the website and related services operated and owned by Small-Cap Institute. These terms govern your access to and use of the website at www.smallcapinstitute.com (the “Site”).
The Terms of Service, together with any documents they expressly incorporate by reference, govern your access to and use of the Site on all platforms, whether accessed via web browser, mobile device, non-browser application, or e-mail, and to any future paid membership service. “You” and “your” refer to you as the user of the Site. “Small-Cap Institute,” “we,” “us” and “our” refer to Small-Cap Institute and our successors, partners, affiliates, subsidiaries, and assigns.
Changes to the Terms of Service
Small-Cap Institute reserves the right to modify these Terms of Service at any time and will publish notifications of material modifications in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter.
By continuing to access the Site after notice of such modifications has been published, you signify your agreement to be bound by them. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Membership Requirement; Officer or Director of Public Company
In order to become a member of Small-Cap Institute you must be an officer or director of a publicly-traded company, or of a pre-IPO company. For purposes of authentication, Small-Cap Institute defines “pre-IPO” as: a US private company that has transacted at least a Series C financing; or a private company that has filed a Form 1-A, S-1, F-1, 10-12G, or S-4 registration statement. As part of the membership process, Small-Cap Institute will take commercially practicable measures to authenticate the same. This process will typically take 24-48 hours, and might involve your speaking to Small-Cap Institute personnel. In addition to any other applicable reasons set forth in the Terms of Service, Small-Cap Institute reserves the right to reject, or immediately terminate, your membership if it learns that your representation of being a public company, or pre-IPO company, officer or director was untrue when made.
Accessing the Site and Account Security
We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entirety of the Site, to users.
You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your Internet connection comply with these Terms of Service.
If you choose, or are provided with a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Site or portions of them using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Service. In a situation where a user account is terminated by Small-Cap Institute due to violating our Terms of Service, user acknowledges that no refunds of any kind will be due or issued.
SMALL-CAP INSTITUTE and all related names, logos, product and service names, designs, and slogans are trademarks of Small-Cap Institute. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.
Intellectual Property Rights
The Site and all of their contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Small-Cap Institute its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Service grant you a personal, non-exclusive, non-transferable, revocable license to access and use the Site. You may access the material on the Site only for your own personal, non-commercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, except as incidental to normal web browsing, such as the making of temporary copies in RAM or the cache of your Internet browser, and for features of the Site that enable sharing via e-mail, social media, linking, and other platforms expressly enabled by the Site. With respect to our mobile applications, you may download a single copy to each of your mobile devices solely for your own personal, non-commercial use, provided you agree to be bound by these Terms of Service.
You must not:
- Modify copies of any materials from the Site.
- Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.
- Reverse-engineer or otherwise attempt to steal the software code of the Site.
Any use of the Site not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
Linking to Website and Social Media Features
You may link to our homepage or other pages on the Site available to non-Members provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation, but you must not establish a link in a way that suggests any form of association, approval, or endorsement on our part. The Site may provide certain social media features that enable you to:
- Link to the Site from your own or third-party website
- Send e-mails or communications with the Site’s content or links to the Site’s content
- Cause portions of the Site’s content to display or appear on your own or third-party website
You may use these features solely as they are provided by the Site, and solely with respect to the Site’s content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features.
Prohibited Uses of the Site
You may use the Site only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Site:
- In any way that violates any applicable federal, state, local, or international law or regulation.
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Service.
- To transmit, or procure the sending of, any advertising, promotional, or otherwise unsolicited material, including but not limited to any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Small-Cap Institute, a Small-Cap Institute employee, another user, or any other person or entity (including, without limitation, by using their e-mail addresses or screen names).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Small-Cap Institute or users of the Site or expose them to liability.
- To monitor, scrape, index, or otherwise copy any of the material on the Site by means of any robot, spider, or other automatic device, process, or means, regardless of whether such use may be considered a fair use under United States copyright law.
Additionally, you agree not to interfere with or attempt to interfere with the proper working of the Site, including but not limited to:
- Use the Site in a manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site;
- Use any device, software or routine that interferes with the proper working of the Site; introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Site, the server on which the Site are stored, or any server, computer, or database connected to the Site; or
- Attack the Site via a denial-of-service attack or distributed denial-of-service attack.
Engaging in a prohibited use of the Site may result in civil, criminal, and/or administrative penalties, fines, or sanctions against the user and those assisting the user.
The Site may contain features that allow Members to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “Member Contributions”) on or through the Site.
All Member Contributions must comply with the Content Standards set out in these Terms of Service.
Any Member Contribution you post to the Site will be considered non-confidential and non-proprietary. You represent and warrant that, unless indicated otherwise by you, you own or control all rights in and to the Member Contributions, and that all of your Member Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any Member Contributions you submit or contribute, and you, not Small-Cap Institute have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any Member Contributions posted by you or any other user of the Site.
Disclosure, Monitoring, and Enforcement Related to Member Contributions
We have the right to:
- Remove or refuse to post any Member Contributions for any or no reason in our sole discretion.
- Take any action with respect to any Member Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such Member Contribution violates the Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
- Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS SMALL-CAP INSTITUTE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot and do not undertake to review material before it is posted on the Site and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content Standards for Member Contributions
These Content Standards apply to any and all Member Contributions. You are responsible for your own Member Contributions, and you agree that, to the best of your knowledge, your Member Contributions will be truthful and accurate. Do not make Member Contributions that involve the following:
- Securities for sale, barter, or exchange
- Harassment, defamation, threats, stalking, bullying, or violations of the legal rights of others
- Illegal activities
- Impersonation of any person or entity, or falsely state or misrepresent your affiliation with a person or entity
- Infringement of another’s intellectual property of any type, including, but not limited to, trade secrets, trademarks, and copyrights
- Obscene, vulgar, bigoted, hateful, or racially offensive language or images
- Commercial advertising
- Gambling, contests, chain letters, “pyramid schemes,” or “multi-level marketing” schemes
- Violations of any applicable local, state, national, or international law in connection with your use of the Site, including securities laws and regulations.
- Personally attacking the author of a post or other users
Furthermore, you agree that, if a third-party claims that any Member Contribution you have contributed to the Site is unlawful, you will bear the full burden of establishing that the Member Contribution complies with all applicable laws.
How to Report Violations
If you believe that any content on the Site violates the Terms of Service, please notify the Site by sending an email to firstname.lastname@example.org. The Site does not guarantee that any action will be taken as a result of your email.
Do Not Rely on Any Information Posted
The content of the Site is offered for general information, and discussion purposes only. Some of the content is unmoderated and reflects the personal opinions of users. While Small-Cap Institute intends its content to be constructive and educational, Small-Cap Institute does not warrant the accuracy, completeness, or usefulness of the information on the Site. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
The Site may include content provided by third parties. All content contributed by third parties is subject to the same provisions of the Terms of Service that apply to Member Contributions, and those provisions are incorporated herein by reference.
All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Small-Cap Institute are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Small-Cap Institute We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
No Legal Advice
Small-Cap Institute is not a law firm, and isn’t authorized to practice law. Nothing set forth on the Site constitutes legal advice, and should not be construed as such. Even when content on the Site is proffered by attorneys who are licensed to practice law, Small-Cap Institute is not offering legal advice of any kind.
Disclaimer and Limitation on Liability
The Site and any information, products, or services therein are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Small-Cap Institute hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Small-Cap Institute does not warrant that the Site will operate in an uninterrupted or error-free manner or that the Site is free of viruses or other harmful components. Use of the Site or information obtained from or through the Site is at your own risk.
In no event will Small-Cap Institute its affiliates or their licensors, service providers, employees, agents, officers, or directors be liable for any loss or damages, under any legal theory, arising out of or in connection with your use, or inability to use, the Site, any website linked to the Site, any content on the Site or such other website or any services obtained through the Site or such other website, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
Neither Small-Cap Institute nor the Site are an intermediary, broker/dealer, investment advisor, or exchange, and neither provides services as such.
Choice of Law and Forum
You agree that any dispute arising out of or relating to the Site, these Terms of Service, or any content posted to the Site, including copies and republication thereof, whether based in contract, tort, statutory, or other law, will be governed by the laws of the State of California, excluding its conflicts of law provisions. You further consent to the personal jurisdiction of and exclusive venue in the federal and state courts located in and serving San Francisco, California as the legal forum for any such dispute.
Pursuant to 17 USC. § 512 as amended by Title II of the Digital Millennium Copyright Act (the “DMCA”), we have instituted procedures to receive written notification of claimed infringements and to process such claims in accordance with the DMCA. If you believe your copyrights are being infringed, please fill out the Notice of Infringement form below and mail it to us.
The Notice of Infringement contains requested information that substantively complies with the safe harbor provisions of the Digital Millennium Copyright Act, 17 USC. § 512(c)(3)(A), providing that to be effective under this subsection, a notification of claimed infringement must be a written communication provided to the designated agent of a service provider that includes substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at the Site.
- 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 the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has 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.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Notification from a copyright owner or from a person authorized to act on behalf of the copyright owner that fails to comply substantially with the provisions above shall not be considered as providing actual knowledge or an awareness of facts or circumstances from which infringing activity is apparent.
Our designated agent to receive copyright infringement notifications is listed below on the Notice of Infringement form. Please mail a separate Notice of Infringement each time you would like to report an alleged act of infringement.
You agree to indemnify, defend, and hold harmless Small-Cap Institute from any claims, losses, or damages, including legal fees, resulting from your violation of these Terms of Service, your use of the Site, or your placement of any content onto the Site, and to fully cooperate in Small-Cap Institute’s defense against any such claims.
Waiver and Severability
No waiver of by us of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and our failure to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Service will continue in full force and effect.
These Terms of Service constitute the entire agreement between you and Small-Cap Institute with respect to the subject matter herein and supersedes any and all prior or contemporaneous oral or written agreements.
Notice of Infringement Form
Attn: David Scher (email@example.com)
Dear Madam or Sir:
I, the undersigned, CERTIFY UNDER PENALTY OF PERJURY that the information in this Notice of Infringement is accurate, and that I am the owner or an agent authorized to act on behalf of the owner of certain intellectual property rights.
The name of such owner is ______________________________ (the “Owner”).
I have a good faith belief that the material identified below is not authorized by the above Owner, its agent, or the law and thus infringes the Owner’s rights. Please act promptly to remove or disable the access to the material or items claimed to be infringing.
Location of the alleged infringing material:
Description of the infringing material:
Description of the copyrighted work that you claimed is infringed:
You may contact me at:
Street address: ____________________________
City, State: _______________________________
If you have any feedback, comments, or questions relating to these Terms of Service or the Site, please e-mail questions to firstname.lastname@example.org.