TERMS AND CONDITIONS OF SERVICE for GEN II FUND SERVICES, LLC (herein "GEN II").
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE BEFORE USING THE SERVICE (HEREIN "SERVICE") LOCATED AT GEN2FUND.COM
A. By continuing to access or use the SERVICE, you signify YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SERVICE. We reserve the right to amend, remove, or add to these terms and conditions at any time without notice. Such modifications shall be effective immediately. Accordingly, please continue to review these terms and conditions of service whenever accessing or using the SERVICE. Your use of the SERVICE after the posting of modifications to these terms and conditions of service will constitute YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF SERVICE, as modified. If, at any time, you do not wish to accept the terms and conditions of service, you may not use the site. Any terms and conditions proposed by you which are in addition to or which conflict with these terms and conditions of service are expressly rejected by us and shall be of no force or effect.
1. User Consent to Terms and Conditions of Service. You represent that you have read and agree to be bound by the terms and conditions of service ("TOS") for the SERVICE. You further agree: (a) to comply with U.S. law regarding the transmission of any data obtained from the Service (as defined herein) in accordance with the TOS; (b) not to use the Service for illegal purposes; and (c) not to interfere or disrupt networks connected to the Service.
2. Intellectual Property. The SERVICE, including but not limited to text, content, photographs and graphics (the "Service"), is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service.
3. Restrictions on Use. You may not use the Service for any illegal purpose or in any manner inconsistent with the TOS. You agree to use the Service solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute or dispose of any information contained in the Service in any manner that could compete with the business of GEN II. You acknowledge that the Service has been developed, compiled, prepared, revised, selected and arranged by GEN II through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of GEN II. You agree to protect the proprietary rights of GEN II and all others having rights in the Service during and after the term of this agreement and to comply with all reasonable written requests made by GEN II or its suppliers of content or otherwise (the "Suppliers") to protect their and others' contractual, statutory and common law rights in the Service. You agree to notify GEN II in writing promptly upon becoming aware of any unauthorized access or use of the Service by any party or of any claim that the Service infringes upon any copyright, trademark or other contractual, statutory or common law rights.
4. Further Restrictions on Use. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE COPIES FOR YOUR OWN, NONCOMMERCIAL USE. FURTHERMORE, YOU MAY NOT USE ANY OF GEN II's TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR ARE USED WITH GEN II's CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY OF GEN II's TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICE. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS AND CONDITIONS OF SERVICE SET FORTH ON THE SERVICE.
5. License. You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, you must do so in accordance with the TOS. Such download is licensed to you by GEN II ONLY for your own, noncommercial use in accordance with the TOS and does not transfer any other rights to you.
6. Rights Reserved. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and GEN II, at all times be and remain the sole and exclusive property of GEN II. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to GEN II for its exclusive use. Except as specifically permitted by the TOS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use GEN II's Intellectual Property Rights or the Service, or the names of any individual participant's in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without GEN II's prior written approval.
1. Disclaimer and Limitation of Liability. You agree that your use of the Service is at your sole risk and acknowledge that the Service and anything contained within the Service, including, but not limited to, content and services (the "Items") are provided "AS IS" and "AS AVAILABLE," and that GEN II MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ITEMS, INCLUDING, BUT NOT LIMITED TO, "MERCHANTABILITY" and "FITNESS FOR A PARTICULAR PURPOSE OR USE" nor does GEN II make any warranty of any kind, expressed or implied as to non-infringement and title. GEN II does not warrant that the Service is compatible with your equipment or that the Service is free of errors or viruses, worms or "Trojan horses," or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that GEN II, its suppliers and its third-party agents shall have no responsibility or liability for, and you waive and release GEN II, its shareholders, directors, officers, employees, members, managers, agents, subcontractors, suppliers and third-party agents (GEN II's shareholders, directors, officers, employees, members, managers, affiliates, agents, subcontractors, suppliers and third-party agents herein after referred to as "Related Parties") from, any claim you have, may have or could have for: (i) any injury or damages, whether caused by the negligence of GEN II, or otherwise arising in connection with the Service and GEN II shall not be liable for any lost profits, losses, punitive, incidental or consequential damages or any claim against GEN II and/or the Related Parties by any other party; or (ii) any fault, inaccuracy, omission, delay or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other Web sites, services, goods or advertisements that may be linked to the Service is not maintained or controlled by GEN II. GEN II is therefore not responsible for the availability, content or accuracy of other Web sites, services or goods that may be linked to on the Service. GEN II does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods or advertisements that may be linked to the Service; or (c) make any endorsement, express or implied, of any other Web sites, services, goods or advertisements that may be linked to the Service. GEN II is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media and equipment you use to access the Service. You understand that GEN II and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the TOS. GEN II does not guarantee the sequence, accuracy, completeness or timeliness of the Service. Accordingly, anything to the contrary herein set forth notwithstanding, GEN II, its officers and employees, affiliates, subsidiaries, successors and assigns, Suppliers and its third-party agents shall not, directly or indirectly, be liable, in any way, to you or any other person, for any: (i) inaccuracies or errors in or omissions from the Service; (ii) delays, errors or interruptions in the transmission or delivery of the Service; or (iii) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.
2. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL GEN II AND/OR THE RELATED PARTIES BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES (HEREIN COLLECTIVELY REFERRED TO AS THE "TOTAL DAMAGES" AND EACH SEPARATELY A "TYPE OF DAMAGE") EVEN IF GEN II HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH TYPES OF DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TOS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. Applicable law may not allow the limitation or exclusion of liability for a Type of Damage in which event GEN II's and the Related Parties' liability for such Type of Damage shall be limited to the least amount permitted such applicable law for such Type of Damage.
3. Representations and Warranties. You represent, warrant and covenant that: (a) you have the power and authority to enter into this agreement; (b) you are at least eighteen (18) years old; (c) you shall not use any rights granted hereunder for any unlawful purpose; and (d) you shall use the Service only as set forth in the TOS.
4. Indemnification. You agree, at your own expense, to indemnify, defend and hold harmless GEN II and the Related Parties, from and against any claim, suit, action or other proceeding brought against GEN II and/or the Related Parties by a third party, to the extent that such claim, suit, action or other proceeding brought against GEN II and/or the Related Parties is based on or arises in connection with (i) your use or someone using your computer's use of the Service; (ii) your use or someone using your account, where applicable; (iii) a violation of the TOS by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the Service by you or someone using your computer (or account, where applicable) infringes any Intellectual Property Right (as herein defined) of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay to GEN II and/or the Related Parties any and all costs, damages and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim. GEN II reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with GEN II in asserting any available defense. You acknowledge and agree to pay GEN II's reasonable attorney fees incurred in connection with any and all lawsuits brought against you by GEN II under the TOS and any other terms and conditions of service including without limitation, lawsuits arising from your failure to indemnify GEN II pursuant to the TOS.
5. Termination. Either you or GEN II may terminate the TOS with or without cause at any time and effective immediately. You may terminate the TOS by discontinuing use of the Service and destroying all materials obtained from the Service. The TOS will terminate immediately without notice from GEN II if you, in GEN II's sole discretion, fail to comply with any provision of the TOS. Upon termination by you or GEN II, you must destroy promptly all materials obtained from the Service and any copies thereof. Sections one through twelve (1-12) shall survive any termination of the TOS.
6. Governing Law. The TOS shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TOS.
7. United States' Export Control & Foreign Asset Control Regulations. GEN II does not represent that materials in the Service are appropriate or available for use in countries outside the United States. If you choose to access the Service from outside the United States, you are responsible for compliance with foreign and local laws. Software from the Service is further subject to United States export controls and may not be downloaded, exported or re-exported: (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, Sudan, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's Table of Deny Orders. By using the Service, you represent and warrant that you are not located in, controlled by or a national or resident of any such country or on any such list.
8. Changes and Modifications. You accept that GEN II has the right to change the content or technical specifications of any aspect of the Service at any time at GEN II's sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of GEN II to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.
9. Headings. The section titles in the TOS are used solely for the convenience of you and GEN II and have no legal or contractual significance.
10. Severability. If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force.
11. Entire Agreement. The TOS and any other terms and conditions of service, and its successor, constitute the entire agreement between you and GEN II and govern your use of the Service.
12a. Arbitration. The User and GEN II and the Related Parties agree that any dispute of any kind, nature or description between or among us, whether or not arising out of this Agreement, at GEN II's election or the Related Parties' election, may be submitted to the American Arbitration Association in New York City, New York in accordance with its commercial arbitration rules, to be heard before three (3) arbitrators. Such election may be made at any time prior to the commencement of a judicial proceeding by GEN II or the Related Parties or, in the event the proceeding is instituted by the User, at any time prior to the last date to answer and/or respond to a summons and/or complaint made by the User. The arbitrators sitting in any such controversy shall not have the authority or power to modify or alter any express condition or provision of this agreement or any modification thereof or to render any award, which by its terms, has the effect of altering or modifying any express condition or provision of this agreement or modification thereof. No award may be made which imposes liability contrary to the provisions hereof and any award in violation thereof shall be deemed a departure from the terms of the submission and shall be wholly void and unenforceable. The award of the arbitrators shall be final and binding and judgment shall be entered thereon in any court of competent jurisdiction. IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO THAT THEY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
12b. The parties consent to the sole and exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York, for all purposes in connection with any proceedings, including the entry of judgment on any arbitration award. The parties consent that any process or notice of motion or other application to either of said courts, in any paper in connection with the proceedings may be served by certified mail, return receipt requested, or by personal services or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed.
GEN II is strongly committed to protecting users' privacy online and has taken steps to protect users' information. For example, GEN II uses any one or more of the following techniques: firewalls, encryption, virtual private networks, secure access-restricted hosting facilities and much more to help protect users' privacy. Information that is encrypted is protected with SSL encryption software. While on a secure page, the lock icon on the bottom of your Web browsers, such as Netscape Navigator and Microsoft Internet Explorer, becomes locked, as opposed to un-locked, or open, when you are just "surfing" the web. Please note, however, that no transmission over the Internet can be 100% secure. While GEN II uses SSL encryption to protect sensitive information online, we also protect user-information off-line. All user information, not just sensitive information, is restricted in our offices. Only those who need the information to perform a specific job are granted access to personally identifiable information. To help GEN II protect your privacy, you should maintain the secrecy of your user name and password.
The SERVICE contains links to external sites. Please be aware that GEN II is not responsible for the privacy practices of such other sites. GEN II encourages users to be aware when they leave the SERVICE and to read the privacy statements of each and every web site that collects personally identifiable information. This privacy statement applies solely to information within the SERVICE.
The SERVICE logs IP addresses and browser types.
GEN II will not sell or rent users' personal information to anyone.