Terms of Use

PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE PRODUCTS AND SERVICES OFFERED BY MONETRYX INC ("MONETRYX"). MONETRYX INC IS THE LEGAL OWNER AND OPERATOR OF THE MONETRYX.COM WEBSITE (THE "SITE") AND THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SITE INCLUDING ALL PRODUCTS, SERVICES, FEATURES AND CONTENT OFFERED BY MONETRYX (COLLECTIVELY "SERVICE"). BY REGISTERING FOR AND/OR USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING, BROWSING OR CONTRIBUTING TO THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

Acceptance of Terms

These terms of service govern your access to and use of the Service (“Terms of Use”). The Terms of Use shall be deemed to include all other operating rules, policies, and procedures that are referred to herein or that may otherwise be published by Monetryx from time to time (collectively, “Policies”).

For purposes of these Terms of Use “User” shall mean either you as an individual or the entity on whose behalf you are accepting these Terms of Use and who is afforded all rights and bound by all terms hereunder. User represents that he/she/it is authorized to accept these Terms of Use.

The Service is offered subject to acceptance without modification of any of the terms and conditions contained herein. In addition, some services offered through the Service may be subject to additional terms and conditions published by Monetryx in reference to those services. Your use of such services is subject to those additional terms and conditions.

Changes To Terms of Use

Monetryx reserves the right, at its sole discretion, to modify or replace the Terms of Use and any included policies, in whole or in part, at any time. Change notices may be communicated by postings at the Site, via email, or other reasonable means. Users should periodically check the Terms of Use for changes. Continued use of the Service following any change to the Terms of Use constitutes User’s acceptance of those changes.

Monetryx may terminate, modify or suspend the Service, in whole or in part, at any time, with or without notice.

Eligibility

You must be at least 18 years of age to visit the Site and use the Service. You represent that you are an individual of legal age to form a binding contract and that all registration information you submit is accurate and truthful. Monetryx will not collect personally identifiable information from any person that is actually known to us to be a child under the age of 18. If Monetryx is alerted that a User is under the age of 18, Monetryx will take steps to remove the User’s content and terminate and/or block his/her access to the Service.

Monetryx may refuse to offer or continue offering the Service to any person and may change its eligibility criteria from time to time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Registration

Registration is required as a condition for access to any and all Services provided by Monetryx. Some of the services offered by Monetryx allow companies to offer and sell securities following exceptions as provided by SEC's Regulation D and therefore such features will be available only to registered users who qualify as accredited investors. The term accredited investor is defined in Rule 501 of Regulation D.

You may browse the public pages on the site without registering. All other content and features require you to register.

You shall not:

provide any false personal information or create an account for anyone other than yourself without permission;
use a name or an e-mail address that is the name or the e-mail address of another person with the intent to impersonate that person;
use a name that might be a subject to any rights of a person other than you without appropriate authorization; or
use a name that is otherwise offensive, vulgar or obscene.

Monetryx reserves the right to refuse registration of or cancel a registration in its sole discretion. You are solely responsible for the activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Monetryx password. You shall never use another user's account. You shall immediately notify Monetryx in writing of any unauthorized use of your account, or other security breaches that you are aware of.

Rules and Conduct

Users may not use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content including content provided by other users or third parties) is provided only for your own personal, non-commercial use unless another use has been explicitly approved by Monetryx. You are responsible for all of your activities in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, but it is not limited to, any agreements, templates, legal forms, generated content, user submissions, presentations, videos, any and all user-uploaded files, audio clips, written comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Monetryx or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:

infringes any patent, trademark, trade secret, copyright, right of publicity or other rights of any other person or entity or violates any law or contractual duty;
is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another’s privacy, tortious, obscene, profane or which otherwise violates the Terms of Service
reveals any personal information about another individual, including another person’s name, address, phone number, electronic mail address, credit card information or any other information that could be used to track, contact or impersonate that person;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
involves commercial activities and/or sales without Monetryx's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
harvests, scrapes or collects any information from the Site;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Monetryx, any third party or any Monetryx customer;
any action that imposes an unreasonable or disproportionately large load on Monetryx’s computing, storage or communications infrastructure, or attempts to gain unauthorized access (or bypass any measures Monetryx may use to prevent or restrict access) to the Service, other accounts, computer systems or networks connected to the Service, through password mining or otherwise;
seeks to solicit information from or about minors; or
impersonates any person or entity, including any employee or representative of Monetryx.

Users shall not (directly or indirectly): decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; modify, translate, or otherwise create derivative works of any part of the Service; copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws, and regulations.

Monetryx does not guarantee that any Content or User Submissions will be made available on the Site or through the Service. Monertryx has no obligation to monitor the Site, Service, Content, or User Submissions. However, Monetryx reserves the right to remove, edit or modify any Content at its sole discretion.

Third-Party Sites and Services

The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third-party websites, you do so at your own risk, and you acknowledge that Monetryx is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of those websites or resources. The inclusion of any such link does not imply endorsement by Monetryx or any association with its operators. You acknowledge and agree that Monetryx shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any third-party websites, services or resources.

Content and License

As a User, you acknowledge and agree that the Service and all content and materials created by or for Monetryx and made available on or via the Service are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Monetryx (and its licensors) shall own and retain all rights, title, and interests (including all intellectual property and proprietary rights) therein and thereto.

Further, you agree that Content specifically provided by Monetryx customers or users is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service. Some of that content may additionally be protected by specific None-Disclosure Agreements and you agree that to gain access to such content you will have to read and execute any such additional agreements.

You may not sell, license, reverse engineer, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Service or its content and materials.

Systematic retrieval of data or other content from the Site by any User to create or compile, directly or indirectly, a collection, database, or directory is strictly prohibited.

Monetryx grants each user of the Site and/or Service a non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Monetryx, or from the copyright holder.

Users of the Site or the Service grant Monetryx permission to host and maintain any and all content they upload, enter, create or generate at the Site, give their permission to Monetryx to make part of or all of that content to other users of the Site as per their explicit instructions. This means that Monetryx will make any content user-provided content marked as 'public' available to any other user of the Site; any and all 'shared' content will be made available to other users who have received share URL or/and users who have received special invitations by the content owner; any and all NDA protected content will be made available to users who have agreed with and accepted the applicable Non-Disclosure Agreements.

As an entrepreneur user you may upload or enter information pertaining to your business that you consider confidential, and Monetryx will treat all such information as confidential. However, you agree and authorize Monetryx to share any such information with other users of the system as per your configuration settings and choices.

User Content

Users of the System are allowed to upload, generate and store multiple types of private content and information (User Content).

Monetryx will not claim any rights or ownership over such content except for the right to store it and share it with authorized by you users and in accordance with your account settings. Monetryx will treat any User Content as confidential and will seek to maintain that confidentiality unless instructed otherwise, however, Monetryx cannot and does not guarantee confidentiality.

Users are solely responsible for their own User Content and the consequences of posting or publishing them. Furthermore, users affirm and/or warrant that the user owns or has acquired necessary licenses, rights, consents, and permissions to use and upload to Monetryx all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all User Content.

The User grants Monetryx a worldwide, non-exclusive, royalty-free, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Monetryx website and Monetryx Service, including without limitation for promoting and redistributing part or all of the Monetryx services in any media formats and through any media channels. In the event it does so, Monetryx will seek to maintain confidentiality as per the User's instructions and configuration settings.

By submitting the User Content to the Monetryx website the user also grants all other Monetryx users a worldwide, non-exclusive, royalty-free and transferable license to use, reproduce, distribute, prepare derivative works of and display the User Content in connection with the Monetryx website, Monetryx business and in accordance with the users configuration and confidentiality designations. For the purpose of this grant, Monetryx will consider all User Content confidential and protected from access by other users unless specifically flagged as public or shareable.

Monetryx does not endorse any User Content and expressly disclaims any and all liability in connection with User Content. Monetryx reserves the right to promptly and without prior notice remove any User Content if properly notified of copyright and intellectual property infringements. Monetryx reserves the right to restrict or terminate user accounts of repeat offenders.

User Submissions

The Service provides Users with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, presentations, documentation, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you:

acknowledge that you are publishing that User Submission and that you may be identified publicly in association with any such User Submission;
hereby do and shall grant Monetryx a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions marked as 'public' or 'shared' in connection with the Site, the Service and Monetryx's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your public and/or shared User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to Monetryx does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
represent and warrant, and can demonstrate to Monetryx's full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to Monetryx and all users of the Service;
agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
represent and warrant that the use or other exploitation of such User Submissions by Monetryx and use or other exploitation by users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
understand that Monetryx shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Monetryx will not be liable for any errors or omissions in any content; and that EquityZen cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

Monetryx does not endorse and has no control over any User Submission. Monetryx cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Termination

Monetryx may terminate any User’s access to all or any part of the Service, with or without cause, with or without notice, effective at any time.

Upon any termination, User shall immediately cease using the Service, except that all obligations that accrued prior to the effective date of termination and all remedies for breach of the Terms of Use shall survive.

Account termination does not in any way terminate, modify, invalidate, or void any contractual obligations, promises or commitments entered between the owner of the terminated account and any other user of the Site. Users agree that Monetryx will continue to maintain records of all transactions the terminated party may have been involved in and will continue to make those records and all relevant information to any and all other users who have established a relationship with the terminated party.

Users further agree that in the unlikely event of termination of their account Monetryx will contact all other users who may have been involved in any recorded relationship with the account holder, and advise them of the account cancelation and details on the reasons for the cancelation.

Users understand and agree that in no event Monetryx can be held liable or responsible for financial or any other losses or damages that may have been caused by an account termination. Users understand that any and all financial relationships they may have entered into using the Site are independent of the Service and Monetryx, and shall survive Monetryx account cancelation of either party. Users agree that failure to continue such relationships is not Monetryx's responsibility and Users agree to hold Monetryx unharmed in any dispute or claim that may arise as a result of such failure.

If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

Monetryx has no special relationship with or fiduciary duty to you. You acknowledge that EquityZen has no control over, and no duty to take any action regarding which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Monetryx from all liability for you having acquired or not acquired products and/or services through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Monetryx makes no representations concerning any Content contained in or accessed through the Site, and Monetryx will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.

Electronic Communications Privacy Act Notice (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Monetryx Inc will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other User Content stored on Monetryx's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification

All users shall defend, indemnify, and hold harmless Monetryx, its affiliates, and each of its, and its affiliates employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service and User Content, User Submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other rights of any person or entity. Monetryx reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Monetryx in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL MONETRYX, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Monetryx agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Santa Clara County, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

Integration and Severability

The Terms of Use are the entire agreement between you and Monetryx with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Monetryx with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Monetryx shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Monetryx's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. The Terms of Use are personal to you and are not assignable, transferable or sublicensable by you except with Monetryx's prior written consent. Monetryx may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Last Published: 02/08/2020