Terms of Service Agreement

This agreement governs your acquisition and use of our Services. If you register for a beta trial of our services, the applicable provisions of the agreement will also govern that trial.

By accepting this agreement, either by clicking a box indicating your acceptance or by using the service, you agree to the terms of this agreement.  If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates.  If you do not have such authority, or if you do not agree with these terms and conditions, you must no accept this agreement and may not use the services.

This Agreement was last updated on March 29, 2016. It is effective between You and Us as of the date of You accepting this Agreement.

Table of Contents

1. Definitions
2. Beta Services
3. Use of the Services and Content
4. Indemnification
5. Privacy
6. Limitation of Liability
7. Intellectual Property
8. Governing Law

1. DEFINITIONS

“Agreement” means this Terms of Service Agreement.

“Beta Services” means vcAdviser services or functionality that may be made available to Customer to try at its option which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by Excelyst from publicly available sources or third party content providers and made available to Customer through the Services or Beta Services.

“Documentation” means the applicable Service documentation, and its usage guides and policies, as updated from time to time, accessible via Services help or login to the applicable Service.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Services” means the vcAdviser software as a service (SaaS) services and the vcAdviser web site.

“User” means an individual who is authorized by You to use a Service, for whom You have procured a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

“We,” “Us”, “Our” or “Excelyst” means Excelyst Inc., a New Jersey Small Business.

“You” or “Your” means refers to the customer using vcAdviser software-as-a-service services and/or visiting the Website.

“Your Data” means electronic data and information submitted by Users of the Services.

2. BETA SERVICES

From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion.  Excelyst reserves the right to materially change or discontinue Services designated in Beta stage at any time and without notice to Customer.  Access or use of Services identified as not generally available for commercial use, such as “Beta” or “Pre-Release” (“Beta Product”), is restricted to Customer's evaluation of the Beta Product. Customer's access to the Beta Product may be interrupted during maintenance periods. Excelyst is not obligated to finally release any version of the Beta Product.  Customer will report to Excelyst unusual, unplanned, or out of the ordinary events observed in the Beta Product. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE BETA SERVICES MAY CONTAIN BUGS, ERRORS AND DEFECTS AND ARE NOT EXPECTED TO FUNCTION WITHOUT INTERRUPTION.

3.  USE OF SERVICES AND CONTENT

3.1 Subscriptions

Unless otherwise provided in the applicable Order Form or Documentation Services, and access to Content,  are procured as subscriptions.

3.2 Your Responsibilities.

You will (a) be responsible for Users’ compliance with this Agreement, (b) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, and (c) use Services only in accordance with this Agreement, Documentation, and applicable laws and government regulations.

You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a non Excelyst product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement or Documentation by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services.

4. INDEMNIFICATION

You agree to defend and indemnify Excelyst and its respective affiliates and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, liabilities or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of: (a) your breach of this Agreement or the documents referenced herein; (b) your violation of any law or the rights of a third party; or  (c) your use of this Website and Services.

4. PRIVACY

Excelyst does not permanently store the information about the startup companies and the clauses of VC term sheet that Customer enters for the purposes of evaluating VC Term sheets. The data pertaining to the startup and VC term sheets is used only for the purposes of providing Services and only until the Customer signs out (logs out) from Services.

Excelyst does store the Customer related information pertaining to granting access to vcAdviser Services, including user name, e-mail address and password.  We do not sell, rent, or otherwise share for marketing purposes Customer related information with third parties without your consent. We do share Customer related information with vendors who are performing services for Excelyst, such as the servers for Our e-mail communication, who are provided access to your e-mail address for purposes of sending e-mail from Us.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE EXCELYST COMPANY (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY OF OR USE OF THESE SERVICES OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY OR USE THIS WEBSITE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON INFORMATION APPEARING ON THIS WEB SITE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SITES, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS WEBSITE; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY OF OR USE OF THIS WEBSITE and SERVICES) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF EXCELYST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE EXCELYST COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT THIS WEBSITE, ITS SERVERS OR ANY EMAIL SENT FROM THE EXCELYST COMPANIES, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of the Excelyst Company.

7. INTELLECTUAL PROPERTY

The Services (including any associated, documentation, website, and tools) (“Excelyst Property”) are the sole and exclusive property of Excelyst who retains sole ownership of all right, title and interest in Excelyst Property, as well as any derivative works thereof. These ownership rights include copyrights, patent rights, trademark and service mark rights, trade secret rights, moral rights, and all other intellectual property and proprietary rights ("Intellectual Property"). Customer agrees, on behalf of itself and its Users, that it will take no action inconsistent with Excelyst’s Intellectual Property rights. Customer agrees that Excelyst has the unrestricted right to use feedback or recommendations provided by Customer in Excelyst’s sole discretion, without notice to, payment to or consent from Customer. Customer agrees not to disclose such feedback to any third party without the express written consent of Excelyst.

The Excelyst and  vcAdviser names, the Excelyst and vcAdviser logos and all other product or service names or slogans displayed by the Site or Services may not be copied, imitated or used, in whole or in part, without the prior written permission of Excelyst or the applicable trademark holder. In addition, the look and feel of the site and Services, including all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Excelyst, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Excelyst.

8. GOVERNING LAW

This Agreement is governed by the laws of the State of New Jersey, U.S.A., without regard to its conflicts of law provisions, and regardless of your location.

With respect to any dispute regarding the Services and Content, your rights and obligations and all actions contemplated by these Terms and Conditions shall be governed by the laws of the State of New Jersey, without regard to its conflicts-of-laws rules, as if the Terms and Conditions were a contract wholly entered into and wholly performed within the State of New Jersey. You agree that any claims you may have arising from or relating to the operation or use of the Services and Content will be heard and resolved in the courts of New Jersey.  Use of this Services and Content is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.

Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Website or information provided to or gathered by us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of this Website within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

If any part of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

This Agreement (and any other terms and conditions referenced herein) constitutes the entire agreement between you and Excelyst with respect to this Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the Customer and Excelyst with respect to this Website and Services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Any rights not expressly granted herein are reserved.