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TERMS AND CONDITIONS
1. Disclaimers and Risk Factors
URBAN CATALYST FAMILY OF FUNDS
BY CLICKING THROUGH BELOW, YOU ARE EXPRESSLY AGREEING THAT YOU HEREBY UNDERSTAND, ACKNOWLEDGE, AND AGREE WITH THE FOLLOWING STATEMENTS:
YOU ARE INTERESTED IN POTENTIALLY INVESTING WITH URBAN CATALYST DIRECTLY AND THAT YOU ARE NOT REPRESENTED BY AN INVESTMENT ADVISOR, REGISTERED REPRESENTATIVE, OR OTHER SIMILARLY LICENSED PERSON THAT IS OR MAY BE ASSISTING YOU IN ANY POTENTIAL INVESTMENT WITH URBAN CATALYST. THE MATERIAL PROVIDED ON THIS SITE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED OR USED AS FINANCIAL, LEGAL, TAX OR INVESTMENT ADVICE, NOR SHOULD THIS INFORMATION BE USED OR CONSIDERED AS AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES. THE OFFERING AND SALE OF INTERESTS IN ANY URBAN CATALYST FUND CAN BE MADE ONLY BY DELIVERY OF THE RESPECTIVE FUND’S PRIVATE PLACEMENT MEMORANDUM (“PPM”), CERTAIN ORGANIZATIONAL DOCUMENTS, SUBSCRIPTION AGREEMENT AND CERTAIN OTHER INFORMATION TO BE MADE AVAILABLE TO INVESTORS (“OPERATIVE DOCUMENTS”) BY THE FUND’S SPONSOR. A PROSPECTIVE INVESTOR MAY ONLY INVEST IN THE FUND IF SUCH PERSON IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501 OF REGULATION D. INVESTING IN THE FUND WILL INVOLVE SIGNIFICANT RISKS, INCLUDING POSSIBLE LOSS OF SUCH PERSON’S ENTIRE INVESTMENT. AN INVESTMENT IN THE FUND WILL BE ILLIQUID, AS THERE IS NO SECONDARY MARKET FOR THE FUND’S INTERESTS AND NONE IS EXPECTED TO DEVELOP AND THERE WILL BE SUBSTANTIAL RESTRICTIONS ON TRANSFERRING SUCH INTERESTS. ACCORDINGLY, AN INVESTOR MAY BE REQUIRED TO MAINTAIN ITS INTEREST IN THE FUND FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS IN THE REAL PROPERTY TO BE ACQUIRED BY THE FUND AMY BE SUBJECT TO LEVERAGE AND THEIR INVESTMENT PERFORMANCE MAY BE VOLATILE. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISK CHARACTERISTICS OF THE FUND. PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN INVESTIGATIONS AND EVALUATIONS OF THE INFORMATION CONTAINED IN THIS MATERIAL AND THE OTHER OPERATIVE DOCUMENTS. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ATTORNEYS, BUSINESS ADVISORS AND TAX ADVISORS AS TO LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE INFORMATION CONTAINED IN THIS MATERIAL AND THE OPERATIVE DOCUMENTS. THIS MATERIAL DOES NOT TAKE INTO ACCOUNT THE PARTICULAR INVESTMENT OBJECTIVES OR FINANCIAL CIRCUMSTANCES OF ANY SPECIFIC PERSON WHO MAY RECEIVE IT. AN INVESTMENT IN THE FUND IS NOT SUITABLE FOR ALL INVESTORS. EXCEPT WHERE OTHERWISE INDICATED HEREIN, THE INFORMATION PROVIDED IN THIS MATERIAL IS BASED UPON MATTERS AS THEY EXIST AS OF THE DATE OF THE MATERIAL AND NOT AS OF ANY FUTURE DATE, AND THE MATERIAL WILL NOT BE UPDATED OR OTHERWISE REVISED TO REFLECT INFORMATION THAT SUBSEQUENTLY BECOMES AVAILABLE, OR CIRCUMSTANCES EXISTING OR CHANGES OCCURRING AFTER THE DATE HEREOF. THE MATERIAL MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT INCLUDE STATEMENTS, EXPRESS OR IMPLIED, REGARDING CURRENT EXPECTATIONS, ESTIMATES, PROJECTIONS, OPINIONS AND BELIEFS OF THE SPONSOR, AS WELL AS THE ASSUMPTIONS ON WHICH THOSE STATEMENTS ARE BASED. A PROSPECTIVE INVESTOR IS CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS OR EXAMPLES INCLUDED HEREIN. NO REPRESENTATION IS MADE THAT THE FUND WILL, OR IS LIKELY TO, ACHIEVE ITS OBJECTIVES OR THAT ANY INVESTOR WILL AVOID INCURRING SUBSTANTIAL LOSSES. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.
2. Terms of Use
PLEASE READ THESE TERMS OF USE CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE AND PARTICIPATION ON THE SERVICE (DEFINED BELOW).
THESE TERMS REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS ONLY, AND BY USING THE SERVICE AND ENTERING INTO THESE TERMS, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN ANY COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT (INCLUDING AS A CLASS REPRESENTATIVE OR MEMBER OF ANY PUTATIVE CLASS).
Introduction
Welcome! These Terms of Use (“Terms”) govern Urban Catalyst’s websites, including https://www.urbancatalyst.com and all related websites, mobile apps, and web-based services, including for Urban Catalyst-owned properties, investor portals, and your use of interactive features, widgets, plug-ins, applications, content, downloads, and/or other online services that we own and control and that post a link to these Terms (collectively, the “Service”), which are made available by Urban Catalyst LLC and its affiliated entities (referred to herein as “Urban Catalyst,” “we,” “us,” or “our”). By using the Service, you acknowledge and accept the Service’s Agreement and consent to the collection and use of your data in accordance with this agreement.
If You Want to Use This Service
If you want to use this service, then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree.
The business realities associated with operating the Service are such that, without the conditions that are set forth in these Terms -- such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes – Urban Catalyst would not make the Service available to you.
In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
Linkable Table of Contents
It is important that you read and understand these entire Terms before using the Service. This table of contents further highlights some key issues and points and you can click on the headings and “More” links to be taken to the full explanation.
1. Service Content, Ownership, Limited License, and Rights of Others
We only grant you a limited revocable license to use the Service for your own non-commercial use, subject to rules and limitations. More
2. Service and Content Use Restrictions
Your use is subject to our rules. More
3. Opening and Terminating Accounts and Identity Authentication
You may open, revise and close your accounts and other terms that apply when you use the Service. More
You grant us a broad license, which we may sublicense, to the content or feedback you submit, which you represent you have the right to allow us to use. More
5. Notices, Questions, and Customer Service
Click here or email us at info@urbancatalyst.com to contact us for customer service or questions. You agree that we may provide you notices, including notices of new terms and conditions, by posting notice on the home page of the Service or by other reasonable means, such as to the email you provided. More
6. Links by You to the Service
You may link to our Service, subject to some basic rules. More
7. Linked-To Websites; Advertisements; Dealings with Third Parties
We are not responsible for third parties or their content, advertisements, apps, or services. More
Wireless carrier charges may apply to the use of the Service via wireless networks or Devices. If you sign up to receive text messages or voice communications from us, please review this Section carefully. More
If you are a prospective investor or have an investor account, please review this Section carefully. More
You agree to arbitrate most disputes and waive jury trial and class actions. More
11. Disclaimer of Representations and Warranties
We disclaim most warranties and provide the Service “As Is”. More
12. Limitations of our Liability
Our liability is greatly limited. More
These Terms and Additional Terms posted on the Service at each time of use apply to that use, and the Terms may be prospectively updated as our Service evolves. Posting of new terms on the Service is notice to you thereof. More
You agree to various other terms and conditions, which you should read here. More
Full Details of Terms of Use
1. Service Content, Ownership, Limited License, and Rights of Others
A. Content. The Service contains a variety of: (i) materials and other items relating to Urban Catalyst, Urban Catalyst’s products and services, and similar items from our licensors and other third parties, including all layout, information, articles, reviews, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Urban Catalyst (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Content”).
B. Ownership. The Service (including past, present and future versions) and the Content are owned or controlled by Urban Catalyst and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of Urban Catalyst or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, or other intellectual property and unfair competition rights and laws to the fullest extent possible. Urban Catalyst owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
C. Limited License. Subject to your strict compliance with these Terms and the Additional Terms, Urban Catalyst grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Urban Catalyst’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
D. Rights of Others. When using the Service, you must respect the intellectual property and other rights of Urban Catalyst and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
2. Service and Content Use Restrictions
A. Service Use Restrictions. You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Urban Catalyst; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, Urban Catalyst, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout) or make it appear that a third-party site is presenting or endorsing, any of the Content, or incorporate any intellectual property of the Service, Urban Catalyst or any of its licensors into another website or other service; (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Urban Catalyst or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Service and Content. Urban Catalyst may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in Urban Catalyst’s sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Service. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Urban Catalyst and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
3. Opening and Terminating Accounts and Identity Authentication
A. Accounts. In order to access or use some (or potentially all) of the features on the Service, you may be required to first register for an account through our online registration process. If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
B. Identity Authentication. You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. If you use certain services on the Service, federal law may require that we verify some of your information. Urban Catalyst reserves the right to close, suspend, or limit access to your account and/or the Service in the event we are unable to obtain or verify this information.
4. Feedback You Submit
A. General. Urban Catalyst may now or in the future offer users of the Service the opportunity to post, upload, display, publish, distribute, transmit or otherwise make available on or submit through the Service, messages, answers, text, files, comments, responses, information, content, results, reviews, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). Urban Catalyst may allow you to do this through contact us, email, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
B. Non-Confidentiality of Your User-Generated Content. Except as otherwise described in this Agreement or any Additional Terms, you agree that: (a) your User-Generated Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (b) Urban Catalyst does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon Urban Catalyst’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk. In your communications with Urban Catalyst, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, services, products or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Service are deemed User-Generated Content and licensed to us as set forth below. In addition, Urban Catalyst retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Urban Catalyst’s receipt of your Unsolicited Ideas and Materials is not an admission by Urban Catalyst of their novelty, priority, or originality, and it does not impair Urban Catalyst’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
C. License to Urban Catalyst of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User-Generated Content), you hereby grant to Urban Catalyst, and you agree to grant to Urban Catalyst, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to Urban Catalyst to your User-Generated Content, you also hereby grant to Urban Catalyst, and agree to grant to Urban Catalyst, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 4(C).
5. Notices, Questions, and Customer Service
You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Service, or in another reasonable manner; and (ii) we may contact you by mail or email sent to the address provided by you. You agree to promptly notify us if you change your mailing or email address.
If you have a question regarding using the Service, you may contact us here or email us at info@urbancatalyst.com. You acknowledge that the provision of customer support is at Urban Catalyst’s sole discretion and that we have no obligation to provide you with customer support of any kind.
6. Links by You to the Service
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks; (b) the links and the content on your website do not suggest any affiliation with Urban Catalyst or cause any other confusion; and (c) the links and the content on your website do not portray Urban Catalyst or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Urban Catalyst. Urban Catalyst reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
7. Linked-To Websites; Advertisements; Dealings with Third Parties
A. Linked Services; Advertisements. The Service may contain links, as part of third-party ads on the Service or otherwise, to or from third-party websites (“Linked Services”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Urban Catalyst. Urban Catalyst may have no control over the content, operations, policies, terms, or other elements of Linked Services, and Urban Catalyst does not assume any obligation to review any Linked Services. Urban Catalyst does not endorse, approve, or sponsor any Linked Services, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Urban Catalyst is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Services. Finally, Urban Catalyst will under no circumstances be liable for any direct, indirect, incidental or special loss, or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright, or other intellectual property rights, caused by the exhibition, distribution, or exploitation of any information or content contained within these third-party Linked Services. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Services. Urban Catalyst disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Linked Services or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Urban Catalyst disclaims all liability in connection therewith.
8. Wireless Features
A. Wireless. The Service may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Service’s features and upload content to the Service, receive messages from the Service, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Service for Wireless Features, then you agree to notify Urban Catalyst of any changes to your wireless contact information (including phone number).
C. Communications from Urban Catalyst
i. Providing Telephone Numbers and Other Contact Information. You verify that any contact information provided to Urban Catalyst, including, but not limited to, your name, mailing address, email address, your residential or business telephone number(s), and/or your mobile telephone number(s), is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide and that you are authorized to provide consent for that telephone number. You are strictly prohibited from providing a phone number that is not your own. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or terminate your account(s) and/or participation in any relevant Programs (as defined in Subsection 158.C.iii below) or communications. Should any of your contact information change, including ownership of your telephone number(s), you agree to immediately notify us before the change goes into effect by texting STOP to any text message.
ii. Your Consent to Receive Automated Calls/Texts. You acknowledge that by voluntarily providing your telephone number(s) in conjunction with an account or transaction or by opting in to a Urban Catalyst-sponsored call or text messaging program (“Program(s)”), you expressly agree to receive automated communications, including but not limited to artificial voice messages, prerecorded voice messages, calls and/or text messages (such as SMS, MMS, or successor protocols or technologies) sent using an autodialer and/or automated system, from or on behalf of Urban Catalyst including, without limitation, our relationship, your account(s), account-related services (e.g., investment tools, online account(s)), and investment opportunities. You acknowledge that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree to receive automated calls and text messages from Urban Catalyst, even if you cancel your account or terminate your relationship with us, except if you opt-out (see below). You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. If you do not consent, you may call us at (408) 624-5423 to further inquire about our products and services. To opt-out, please see the Opt-Out Instructions below.
iii. Opt-Out Instructions. Your consent to receive automated calls and text messages is completely voluntary. You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive. You acknowledge and agree to accept a final text message confirming your opt-out. We may use different shortcodes for different messaging purposes, so texting STOP to one shortcode will not effectuate a stop request for all shortcodes to which you are subscribed. If you would like to stop messages from multiple shortcodes, text STOP to each shortcode to which you would like to unsubscribe. To opt-out of automated voice calls (not text messages), you may email info@urbancatalyst.com or call us at (408) 624-5423 advising that you want to opt out of automated calls and specifying the phone number(s) for which that opt-out should apply. It is your sole responsibility to notify us if you no longer want to receive automated calls or text messages. You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt-out request. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you. It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties. Please contact third parties directly to inform them of your communication preferences.
iv. Fees and Charges. There is no fee to receive automated telephone calls or text messages from Urban Catalyst. However, you may incur a charge for these calls or text messages from your telephone carrier, which is your sole responsibility. Message and data rates may apply. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that Urban Catalyst is not responsible for such charges.
v. Unauthorized Use of Your Telephone Device. You must notify Urban Catalyst immediately of any breach of security or unauthorized use of your telephone device. Although Urban Catalyst will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.
vi. Your Indemnification to Us. You agree to indemnify Urban Catalyst for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or any state or local law equivalents, and claims relating to your voluntary provision of a telephone number that is not owned by you and/or due to your failure to timely notify us of any changes in your contact information, including telephone number. You agree to indemnify and hold us harmless from and against any and all such claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees). We shall have the exclusive right to choose counsel, at your expense, to defend any such claims.
vi. Release of Claims. By agreeing to receive communications from Urban Catalyst, you agree to release Urban Catalyst from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, and/or any similar state and local laws, acts or statutes, and any other federal or state tort or consumer protection laws)
vii. General. You must notify Urban Catalyst immediately of any breach of security or unauthorized use of your telephone device. Although Urban Catalyst will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.
9. Investor Disclosures. If you are interested in investing with Urban Catalyst and/or you access our investor account website, you are expressly agreeing that you hereby understand, acknowledge, and agree with the following statements:
- You are interested in potentially investing with Urban Catalyst directly and you are not represented by an investment advisor, registered representative, or other similarly licensed person that is or may be assisting you in any potential investment with Urban Catalyst.
- The federal and state laws applicable to private real estate investment and finance are complex. In general, they are designed to protect unsophisticated people from making ill-advised investments. These Terms are designed to minimize the risk to Urban Catalyst if any unsophisticated/unaccredited individuals try to become investors through the Service, and to protect Urban Catalyst in the event that anyone claims he, she or it was damaged by using the Service.
- Neither the information nor any opinion expressed on the Service constitutes an offer by Urban Catalyst to buy or sell any securities or financial instruments or provide any investment or real estate advice or related services. None of the Services shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities. Investments can and do lose money and you should be prepared to lose your entire investment in any investment made available by Urban Catalyst.
- The offering and sale of interests in any Urban Catalyst fund can be made only by delivery of the respective fund’s private placement memorandum, certain organizational documents, subscription agreement and certain other information to be made available to investors by the fund’s sponsor. A prospective investor may only invest in the fund if such person is an accredited investor as defined in Rule 501 of Regulation D. An investment in the fund will be illiquid, as there is no secondary market for the fund’s interests and none is expected to develop and there will be substantial restrictions on transferring such interests. Accordingly, an investor may be required to maintain its interest in the fund for an indefinite period of time.
- The information provided on the Service by us about investment and real estate opportunities may not be available to or suitable for you. Not all strategies are appropriate at all times. Urban Catalyst is not obligated to perform, and has not performed, an analysis of investor suitability with respect to the investments available through the Service.
-The opinions expressed on the Service by us do not constitute investment or real estate advice. Independent professional advice should be sought in all cases before investing in an opportunity offered on or through the Service.
- The value and income of any of the investing opportunities mentioned on the Service by us or users can fall as well as rise and an investor may get back less than he or she invested or nothing at all. Past performance is not necessarily a guide to future performance.
- The investment opportunities mentioned on the Service may often have tax consequences; therefore, it is important to bear in mind that we do not provide tax advice. The levels and bases of taxation can change. Investors’ tax affairs are their own responsibility and investors should consult their own attorneys or other tax advisors in order to understand the tax consequences of any investments mentioned on the Service.
- Urban Catalyst does not offer legal advice. You are encouraged to seek legal counsel prior to investing or using the Service.
- Urban Catalyst reserves the right to reject, cancel, interrupt, remove, or suspend any investment posted on the Service at any time and for any reason. Urban Catalyst is not liable for any damages as a result of any of those actions. Urban Catalyst’s policy is not to comment on the reasons for any of those actions.
- Urban Catalyst is not liable for any damages or loss incurred related to investments, loans or any other use of the Service. All dealings are solely between users. Urban Catalyst is under no obligation to become involved in disputes between any users, or between users and any third party. This includes, but is not limited to, delivery of capital, goods and services, and any other terms, conditions, warranties, or representations associated with investments available on the Service. Urban Catalyst does not oversee the performance or punctuality of investment opportunities. Urban Catalyst does not guarantee the completion of any investment opportunity stated to be undertaken by any company or warrant the outcome or success of any investment or any company.
- This Service may contain certain forward-looking statements, which reflect Urban Catalyst management’s (“Management”) expectations regarding Urban Catalyst’s growth, results of operations, performance, and business prospects and opportunities. Statements about Urban Catalyst’s future plans and intentions, results, levels of activity, performance, goals or achievements, or other future events constitute forward-looking statements. Wherever possible, words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “pursue,” “continue,” “seek,” or “potential” or the negative or other variations of these words, or other similar words or phrases, have been used to identify these forward-looking statements. These statements reflect Management’s current beliefs and are based on information currently available to Management. Forward-looking statements involve significant risk, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained on this Service are based on what Management believes to be reasonable assumptions, Urban Catalyst cannot assure Service users that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date indicated in the applicable materials in which such statements are made, and Urban Catalyst assumes no obligation to update or revise them to reflect new events or circumstances. Many factors could cause the actual results, performance, or achievements of Urban Catalyst to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including: general economic and market segment conditions, competitor activity, product capability and acceptance, international risk and currency exchange rates, and technology changes. The foregoing is not an exhaustive list and other uncertainties and risks are discussed in the company’s materials filed with the U.S. securities regulatory authorities from time to time. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described as anticipated, believed, estimated, or expected.
10. Dispute Resolution
If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this Section 10 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Urban Catalyst agree that we intend that this Section 10 satisfies the “writing” requirement of the Federal Arbitration Act.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Urban Catalyst’s actual or alleged intellectual property rights (an “Excluded Dispute,” which includes those actions set forth in Section 10(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent via email at info@urbancatalyst.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Urban Catalyst and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Urban Catalyst to resolve the Dispute or Excluded Dispute on terms with respect to which you and Urban Catalyst, in each of our sole discretion, are not comfortable.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 10(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND URBAN CATALYST (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Urban Catalyst and you regarding these Terms (and any Additional Terms) and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Urban Catalyst and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 10(H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Urban Catalyst regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Urban Catalyst consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in Santa Clara County, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Urban Catalyst to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then Urban Catalyst will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and https://www.jamsadr.com/.
C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 10(A); (b) filing for arbitration as set forth in Section 10(B); or (c) filing an action in state or Federal court.
D. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by Urban Catalyst to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User-Generated Content and/or Urban Catalyst’s intellectual property rights (including such Urban Catalyst may claim that may be in dispute), Urban Catalyst’s operations, and/or Urban Catalyst’s products or services.
E. No Class Action Matters. YOU AND URBAN CATALYST AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(F). Notwithstanding any other provision of this Section 10, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
F. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Santa Clara County, California. Accordingly, you and Urban Catalyst consent to the exclusive personal jurisdiction and venue of such courts for such matters.
G. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
H. Governing Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Urban Catalyst and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “Urban Catalyst Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a) the Service (including the Content and the User-Generated Content);
(b) the functions, features, or any other elements on, or made accessible through, the Service;
(c) any products, services, or instructions offered or referenced at or linked through the Service;
(d) security associated with the transmission of your User-Generated Content transmitted to Urban Catalyst via the Service;
(e) whether the Service or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f) whether the information (including any instructions) on the Service is accurate, complete, correct, adequate, useful, timely, or reliable;
(g) whether any defects to or errors on the Service will be repaired or corrected;
(h) whether your access to the Service will be uninterrupted;
(i) whether the Service will be available at any particular time or location; and
(j) whether your use of the Service is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A URBAN CATALYST PARTY, URBAN CATALYST PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
12. LIMITATIONS OF OUR LIABILITY
TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY URBAN CATALYST PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Service (including the Content and the User-Generated Content);
(b) your use of or inability to use the Service, or the performance of the Service;
(c) any action taken in connection with an investigation by Urban Catalyst Parties or law enforcement authorities regarding your access to or use of the Service;
(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(e) any injury you sustain directly or indirectly as a result of your use of the Service or any products or services purchased through the Service;
(f) any errors or omissions in the Service’s technical operation; or
(g) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if the Urban Catalyst Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL URBAN CATALYST PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID URBAN CATALYST IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.
13. Updates to Terms
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS OF USE AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of use and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The new terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the terms of use (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, and the email you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised, or Additional Terms by discontinuing use of the Service and related services.
14. General Provisions
A. Urban Catalyst’s Consent or Approval. As to any provision in these Terms or any Additional Terms that grants Urban Catalyst a right of consent or approval, or permits Urban Catalyst to exercise a right in its “sole discretion,” Urban Catalyst may exercise that right in its sole and absolute discretion. No Urban Catalyst consent or approval may be deemed to have been granted by Urban Catalyst without being in writing and signed by an officer of Urban Catalyst.
B. Indemnity. You agree to, and you hereby, defend, indemnify, and hold Urban Catalyst Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Urban Catalyst Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Service and your activities in connection with the Service, including, without limitation, any competition you enter through your use of the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; (vii) any other party’s access and/or use of the Service with your account; and (viii) Urban Catalyst Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Urban Catalyst Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, Urban Catalyst Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Urban Catalyst Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Urban Catalyst Party.
C. Operation of Service; Availability of Products and Services; International Issues. Urban Catalyst controls and operates the Service from its U.S.-based offices in the U.S.A., and Urban Catalyst makes no representation that the Service is appropriate or available for use beyond the U.S.A. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
D. Export Controls. Software related to or made available by the Service may be subject to export controls of the U.S.A. No software from the Service may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.
E. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation”.
F. Investigations; Cooperation with Law Enforcement; Termination; Survival. Urban Catalyst reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Urban Catalyst in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Urban Catalyst under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Urban Catalyst, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Urban Catalyst in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
G. Forward Looking Statements. This Service may contain investment related information including certain forward-looking statements, which reflect Urban Catalyst’s management’s (“Management”) expectations regarding Urban Catalyst’s growth, results of operations, performance, and business prospects and opportunities. Statements about Urban Catalyst’s future plans and intentions, results, levels of activity, performance, goals or achievements, or other future events constitute forward-looking statements. Wherever possible, words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “pursue,” “continue,” “seek,” or “potential” or the negative or other variations of these words, or other similar words or phrases, have been used to identify these forward-looking statements. These statements reflect Management’s current beliefs and are based on information currently available to Management. Forward-looking statements involve significant risk, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained on the Service are based on what Management believes to be reasonable assumptions, Urban Catalyst cannot assure Service users that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date indicated in the applicable materials in which such statements are made, and Urban Catalyst assumes no obligation to update or revise them to reflect new events or circumstances. Many factors could cause the actual results, performance, or achievements of Urban Catalyst to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including: general economic and market segment conditions, competitor activity, product capability and acceptance, international risk and currency exchange rates, and technology changes. The foregoing is not an exhaustive list and other uncertainties and risks are discussed in the company’s materials filed with the United States securities regulatory authorities from time to time. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described as anticipated, believed, estimated, or expected.
H. Assignment. Urban Catalyst may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Urban Catalyst.
I. No Waiver. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or Urban Catalyst in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
J. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.
K. Electronic Delivery – Notice Policy – Consent. By using the Service, you consent to receive from Urban Catalyst all communications including notices, agreements, legally required disclosures, or other information in connection with the Service (collectively, “Contract Notices”) electronically. Urban Catalyst may provide the electronic Contract Notices by posting them on the Service. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service. You agree that Urban Catalyst may send communications to you via your mailing address, email, telephone, or facsimile number provided by you on your account. You agree to notify us of any changes in your address or contact details. Urban Catalyst may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Service periodically for changes and modifications and agree not to contest the admissibility or enforceability the Service’s electronically stored copy of these Terms in any proceeding arising out of these Terms. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Urban Catalyst shall have a reasonable period to effect such a change and Urban Catalyst may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address, and the availability to download, save, and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
