By using FundLyst, including by simply viewing content on the website, you are agreeing that you, and each person you allow to access FundLyst through your account, will abide by the Agreement of this Agreement of Service (“Agreement”), which is set forth in its entirety below. This Agreement is between you and FundLyst Inc (“we,” “FundLyst”, “our”, “us” or the “Company”), and it governs your access to and use of the services, websites, and applications offered by FundLyst (the “Service”). Your access to and use of the Service are conditioned on your acceptance of and compliance with this Agreement. If you do not agree to these Agreement, then you are strictly prohibited from accessing the Site or using the Service. Please read these Agreement carefully so that you are aware of your rights and obligations when using FundLyst. If you have any questions or comments shoot us a note to support@fundlyst.net.

 

1. GENERAL USE

FundLyst Inc is a company incorporated in Delaware, USA. We have developed a platform for companies and accredited investors to meet their right funding partner. FundLyst,  is neither regulated nor approved by any Financial Institution. We are not an Investment Firm and we do not provide any financial nor investment advice to any of our platform users or members. Any investment or financial decisions are made by parties at their own discretion. 

Members of the platform (“user”, “users”, “you”, “member”, “members”)are those companies looking for an introduction to potential investors or accredited investor who are looking to invest in vetted companies that choose to register an account with FundLyst and by registering their account agree to this Agreement. Certain portions of our public website may be visible to other users who have not signed up for an account. Those users, nevertheless, are bound by this agreement. Members should be aware that any information they provide will be visible to other members.

This Agreement applies to all agreements between you and FundLyst and every use made of FundLyst via your account. FundLyst may, at any time, amend or supplement this Agreement. The most up-to-date Agreement can always be found on the website. Continued use of FundLyst after any such changes shall constitute your consent to the changes.

1.No Guarantees.

To our members, we will do our best to display your profile and information only to companies or investors who fit within the parameters you have identified. We cannot, however, guarantee that members who see your Information do not to distribute that information. We also cannot guarantee that there will never be a software bug or a hacker attack that allows unauthorized viewing of material or that members actually fit within the categories they have identified themselves under.

For investors,  the only people who are authorized to create investor accounts  and become members of the FundLyst community are accredited investors with personal or professional experience assessing risk in investing in startup companies. Investors must understand the risk of their investment, including the high likelihood of loss and long period of illiquidity. In addition, if you are using the platform as an Investor, you must qualify as an Accredited Investor, as defined by the SEC in Rule 501 of Regulation D under the Securities Act of 1933 and be sophisticated enough to protect your own interests. In the course of participating on investment opportunities through the platform, you may want to select what kinds of Entrepreneurs you would like an introduction to and what kinds of business plans you would like to see. We do not promise to make introductions to all Entrepreneurs, nor can we promise that all Entrepreneurs we introduce and business plans that we show you will actually satisfy your criteria, but we will do our best.

 

2. USER OBLIGATIONS

1.Legal Capacity.

• You have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the Agreement and conditions contained herein, and that if any aspect of your participation in FundLyst violates provisions of the law to which you are subject, you will cease using the Service and close your account;
• You are at least 18 years old;
• You will pay the fees for the applicable membership plan by the due date or will have your account suspended without any liability to the member until all outstanding fees have been paid in full. All Fees due will be payable in USD and are non-refundable.
• You shall not use a false or deceptive name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
• You shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
• You shall be solely responsible for maintaining the confidentiality of your password;
• You will update your registration information including payment information with FundLyst as needed so that it remains true, correct and complete; and
• You will conduct yourself in a professional manner in all your interactions with FundLyst and with any other FundLyst member.
• You will not expect FundLyst to evaluate, confirm or otherwise stand behind any user’s statements or recommend any investment;
• You will not treat any content, email or other information you receive as a result of your access to the Service as a recommendation or representation of any kind by FundLyst, an affiliate of FundLyst or any employee, officer, director, representative or other agent of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person;
• You will not claim any right to access, view or alter any source code or object code of FundLyst;
• You will not use FundLyst to market services, particularly investment advisory services that might cause FundLyst to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter; or
• You will not market competing services to people you’ve identified through FundLyst.

2.Requirements related to information on FundLyst.

• All new members will be required to identify themselves as Investors or Companies and will go through a review process by the FundLyst team to corroborate their information.  We may contact you to verify any information we receive, but we do not guarantee any representations any of our members make.
• You will only provide FundLyst with information that you have a right to provide to FundLyst and to allow FundLyst to display through the Service,
• You understand that your information may be shared and if you do not have the right to submit this information for such use, it may subject you to liability, and that FundLyst will not be responsible or liable for any use of your information by FundLyst in accordance with this Agreement;
• You are not relying on FundLyst to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any information or communications shared via the Service or endorse any opinions expressed via the Service;
• You understand that by using the Service, you may be exposed to information that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against FundLyst for any such material; and
• You understand that the Service may include advertisements or other similar items, which may be related to information, queries made through the Service, or other data, and you have no claim against FundLyst for the placement of advertising or similar content on the Service or in connection with the display of any content or other information from the Service.

3.Requirements related to Investments.

• You will only invest in a FundLyst member company only after carefully reviewing and assessing the Agreement of the investment, and organizational documents due-diligence as well as any information provided through the Site;
• You will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money;
• You will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the Agreement of local law (whether the law of a U.S. state or of any foreign government with jurisdiction over you or any investor);
• You will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice (i.e., get a good startup attorney); and
• You have reviewed and understand the discussion of risks, and that you are otherwise aware of the risks of making any capital investments.

4.Indemnify FundLyst and Related Parties.  

You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of FundLyst.

• Indemnity. You agree to indemnify and hold the Company and any Company Person harmless (including against costs and attorneys’ fees) from any liabilities, losses, damages, costs and expenses (including attorneys’ fees and expert fees) arising from or related to any claim or demand made by any third party due to or arising out of your access to or use of the Service, the violation of this Agreement by you, the infringement or misappropriation by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the Service by you (including claims related to defamation, invasion of privacy or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company person. You remain solely responsible for all information and content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.
• Release. You hereby release any claims you may have against FundLyst and any Company Person that are in any way related to the Service or your use of content, including any representations, recommendations or referrals you may receive as a result of your registration with FundLyst. You are solely responsible for your use of the Service, for any content you provide, and for any consequences thereof, including the use of your content by other users and third party partners.
• FundLyst Employees and Affiliates. You understand that Company persons may participate in the Service as entrepreneurs or investors, and that FundLyst is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

5.Confidentiality 

By registering with FundLyst, or otherwise using the Service or viewing content made available through FundLyst in any way, you may have an opportunity to see confidential information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Service via an Internet website, for which one of the principal purposes is to compete with FundLyst.

If you share any confidential information with any member or third party you should have your own confidentiality agreement and/or Non-Disclosure Agreement completed.

 

3. USER OBLIGATIONS

• You promise to comply with the Agreement of the license set forth in Section 5 (Company ServiceS and License) of this Agreement.
• You are licensing to us the right to publish any information you upload to FundLyst, including any comments or other chat posts you may offer in order to provide the Service. Your content will be viewable by other users of the Service and through third party services and websites. You should only provide content that you are comfortable sharing with others.
• You acknowledge that FundLyst is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on FundLyst, or to feature or otherwise display your content on any webpage.
• You acknowledge that you do not rely on the Company to monitor or edit the Service (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the Company) and that the Service may contain content which you find offensive or which is untrue or misleading and you hereby waive any objections and claims you might have with respect to viewing such content.
• You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Service. The Company, however, may occasionally provide automatic updates to the Service at its sole discretion (and without any advance notification to you). Any such updates for the Service shall become part of the Service and subject to this Agreement.

 

4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

FundLyst values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Service. The Privacy Policy explains how FundLyst treats your personal information and protects your privacy when you access FundLyst and use the Service. We may amend the Privacy Policy at any time in our sole discretion, effective upon posting the amended Privacy Policy in our site, or by communicating these changes through any written or other contact method we have established with you. Your use of the Service following the date on which such amended Privacy Policy is published will constitute consent to such amendments to the extent they do not have retroactive applicability.

 

5. RESERVATION OF THE COMPANY’S RIGHTS

• Right to Control content. FundLyst may, but is not required to, monitor or control the content posted via the Service. Our failure to exercise this right does not give you any right to make a claim against FundLyst. Any content that has been uploaded through the Service may be deleted at any time without notice to you.
• Right to Discontinue the Service. FundLyst reserves the right to discontinue the Service or to change the Service in any way and at any time, with or without notice to you, without liability.
• Right to Terminate User Access. FundLyst reserves the right to terminate your access to the Service without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.
• Right to Refuse or Cancel Registration. The Company has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any content on the Service and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information (including content) as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to user support requests or (v) protect the rights, property or safety of FundLyst, its users and the public.
• Without limiting the generality of the foregoing, you specifically acknowledge that the Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any content or opportunities that might otherwise have been available to you. By using the Service, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
• The Company may invite you to chat or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute content to the Company or to other members via the Service. Any such material you transmit to the Company or otherwise through the Service will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Service or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company, is hereby licensed by you to the Company on a nonexclusive, worldwide, royalty-free, perpetual, transferable and fully sublicensable basis. For more information, see our Privacy Policy.

 

6. LIMITS ON THE COMPANY’S OBLIGATIONS

• We are not obligated to introduce you to a specific FundLyst member without their prior approval. 
• We are not responsible for doing diligence on your behalf or guaranteeing any representations, materials or other information provided by other members to you.
• We are not responsible for guaranteeing that that any investor is accredited or otherwise authorized or appropriate to invest in you, or for determining whether any use of FundLyst constitutes a general solicitation of securities under the securities laws of the United States, or the laws of any state or other jurisdiction, including foreign jurisdictions.
• We do not recommend any companies for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on our platform or in our emails. In particular, we do not act as an investment advisor to any Investor(s) and no part of this website is intended to constitute investment advice.
• We are not obligated to maintain the confidentiality of any information or content you share on our platform.
• The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
• In the event that the Company invests in any business, we are not obligated to make that investment opportunity available to anyone else.
• FundLyst does not control or endorse any content, messages or information found in the Service or external websites that may be linked to or from FundLyst and, therefore, the Company specifically disclaims any responsibility with regard thereto.
• FundLyst has no obligation to accept, display, review, verify, monitor or maintain any content or information submitted by users, user forum posts, commentary, ratings or compliments. We have the right to delete content from the Service without notice for any reason at any time. The Company may move, re-format, edit, alter, distort, remove content without notice to you and without liability. Notwithstanding the forgoing rights, the Company reserves the right to treat content provided by users and Comments as content stored at the direction of users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable content restrictions when violations are brought to the Company’s attention.
• The Service may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s content.

 

7. LIMITS ON THE COMPANY’S OBLIGATIONS

All rights, title, and interest in and to the Service (excluding information provided by users) is and will remain the exclusive property of FundLyst. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the FundLyst name or any of the FundLyst trademarks, logos, domain names or other distinctive brand features. Subject to your acceptance of this Agreement, FundLyst grants to you a non-assignable, non-exclusive, non-transferable, non-sublicensable, revocable limited license to use the Service and related software for your reasonable internal business purposes in accordance with the Agreement and any other guidelines and requirements that we may implement from time-to-time. 

Furthermore, as a member you are not allowed to:

• Claim any ownership or other proprietary right in any material, software or other intellectual property displayed on, published by or otherwise available through FundLyst, other than content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on FundLyst;
• Copy or distribute information except as specifically allowed in this Agreement;
• Use any content, or other information acquired from Company persons, investors or companies, or otherwise through your use of the Service, for commercial or investment activity outside of the Service, without prior written approval from the Company;

FundLyst promises not to claim any ownership interest in the information provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through FundLyst in connection with our Service. You have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display, publication or use by FundLyst.

We respect the intellectual property rights of others and expect users of the Service to do the same. Per the Digital Millennium Copyright Act (DMCA), we will respond expeditiously to claims of copyright infringement on the Site if submitted to FundLyst’s Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, FundLyst will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.

If you believe that your intellectual property rights have been violated, please provide the following information to the designated Copyright Agent listed below:

• A description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site;
• An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not [My Business Name], can contact you;
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
• A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf;
• Your electronic or physical signature.

FundLyst may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing materials, we will immediately notify the person responsible for posting such materials that we removed or disabled access to the materials. FundLyst may also provide the responsible person with your email address so that the person may respond to your allegations.

Pursuant to 17 U.S.C. 512(c). FundLyst designated Copyright Agent is Amber Gunst, amber@fundlyst.net.

FundLyst reserves the right to remove any content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, FundLyst will also terminate a user’s account if the user is determined to be a repeat infringer.

 

8. TERM AND TERMINATION

Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Service. You may terminate this Agreement at any time by deleting your account and all content you have provided to FundLyst and ceasing to use the Service. The Company may close your account, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by the Company or any other user of the Service that you acquired via use of the Service. Your representations in this Agreement and any other provision of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.

 

9. DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, BUG-FREE OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Service, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Service, any content or third party applications, software or content posted on or through the Service or transmitted to users or any interactions between users of the Service, whether online or offline. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon or any content you receive as a result of your relationship with FundLyst. FundLyst will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Service or any content. You also agree that FundLyst has no responsibility or liability for the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from FundLyst or through the Service, will create any warranty not expressly made herein.

UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

• Severability. To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.

 

10. DISPUTES WITH OTHERS

We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Service. If you have a dispute with other users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.

 

11. JURISDICTION AND ARBITRATION

The Company operates and controls the Service from its offices in the United States. The Company makes no representation that the Service is appropriate or available in other locations. The information provided on or through the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

• Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone, so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
• Amendments to this Agreement. We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Agreement of Service where the prior version of this Agreement was posted or by communicating these changes through email. Your use of the Service following the date on which such amended Agreement are published will constitute consent to such amendments. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.
• Venue and Governing Law. This Agreement and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law’s provisions) regardless of your location.
• Arbitration. Arbitration shall be governed in accordance with the rules of the American Arbitration Society. If arbitration fails, then jurisdiction in Delaware will apply.

 

12. WAIVER AND SEVERABILITY

The failure of the Company to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this Agreement as so interpreted.

You and the Company agree that if any portion of this Agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which shall continue to be in full force and effect. 

• Section Headings; Verification Documentation; Waiver of Execution Defenses. The section headings used herein are for convenience only and shall not be given any legal import. Upon the Company’s request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against the Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
• Prohibition of Assignment. You may not assign this Agreement without the Company’s prior written consent. Any attempted assignment in contravention of this provision will be null and void.
• Entire Agreement. This Agreement contains the entire understanding of you and the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Service by the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
• Statute of Limitations. You and the Company both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in Delaware, any claim or cause of action arising out of or related to use of the Service, this Agreement or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
• No Third Party Beneficiaries. This Agreement is between you and FundLyst. No user has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to content offered through the Service.

 

13. MISCELLANEOUS

• FundLyst may, in its sole discretion, permit users to open an account  for use of the Service or a portion of it, at no charge and for a limited period of time (“Free Trial”). The user acknowledges and agrees that the Service will cease to be provided at the end of the Free Trial if the user has not at that time purchased a membership. The user of the Free Trial understands that the use of Service during this period of time is governed by this Agreement. 
• FundLyst is entitled to increase the membership fees, provided FundLyst gives its members at least a 30 day written notice of any change. Fee changes will take effect on the following billing cycle. 
• You hereby give FundLyst permission to refer to you and the Service provided to you under this Agreement, and use your corporate logo in connection with the promotion of the Service in any social media platform, email campaign, fundraising, any other marketing effort, or other during the use of the Service and within reason after the cancellation of the Service.