Terms of Use

Last Updated: May 2016 (group terminology clarifications)

Welcome to Seraf. These Terms of Service govern your access to and use of Seraf at seraf-investor.com (the “Seraf Website" or “Website”), as well as the information and materials on the Seraf Website (collectively, the "Content", as further defined below). Please read these terms of service (the "Terms") carefully as they form a contract between the owner of a Seraf User Account who uses the system (“Account Owner”), and apply to the administrator of accounts on behalf of the account owner (the “Enterprise Administrator”), together with individuals who are provided access to the Seraf User Account by the Account Owner and interact with, or direct the Seraf Software in the performance of its functions ("Authorized Designees"), collectively, the “Users”. The Seraf Website is operated by Seraf, Inc. (“Seraf” or “we” or “us”, as described in Section 17 of these Terms). These Terms govern Users’ access and use of: (i) the hosted storage solution provided by Seraf for online storage, sharing and processing of files, materials, data, text, audio, video, images or other content (collectively, "Content"); (ii) the Seraf websites, applications or software provided or made available by Seraf (the "Software"); and, (iii) any written or electronic investment information, valuation information, company data, company communications or related investor information provided or made available by Seraf (the "User Guides") (collectively the "Service(s)").

By registering or using any of the Services, Users agree to be bound by these Terms. Authorized Designees using the Seraf Services are agreeing to these Terms of Service on their own behalf. Enterprise Administrators are agreeing to these Terms for their organization and representing to Seraf that they have the authority to bind their organization to these Terms. Authorized Designees may use the Services only in compliance with these Terms. IF A USER DOES NOT AGREE TO BE BOUND BY THESE TERMS, THE USER MUST NOT USE THE SERVICES. Should a User have any questions concerning this Agreement, please contact support@seraf-investor.com.

Please note that Seraf doesn't provide, and specifically disclaims, warranties for the Services. This contract also limits our liability to Users. See Sections 14 and 16 for details.

1. CHANGES TO THESE TERMS

We reserve the right to revise these Terms at any time from time to time. We will date and post the most current version of these Terms on the Seraf website. Any changes to the Terms will be effective upon posting the revised version of these Terms on the Website (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify Users via the Website and/or by email to the email address associated with the Account Owner and/or their Enterprise Administrator. Notice of other changes may be provided via www.Seraf-Investor.com (the "Website") or related Seraf blogs. Therefore, we encourage Users to check the date of these Terms whenever they visit the Website to see if these Terms have been updated. A User’s continued access or use of any portion of the Service constitutes their acceptance of such changes. If a User doesn't agree to the changes, we are not obligated to keep providing the Service (see Section 7 regarding return of User data).

2. ACCESS TO THE SERVICE

Users may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.

3. USER ACCOUNTS

To obtain access to certain Services, you are required to obtain an account with Seraf or be an Enterprise Administrator or Authorized Designee. The Enterprise Administrator on behalf of the Account Owner must complete a registration form, designating a User ID and password and providing credit card information or making other payment arrangements as specified below. Until the Account Owner applies for and is approved for a Seraf User Account, access to the Service will be limited to the areas of the Service, if any, that Seraf makes available to the general public. When registering with Seraf, the Account Owner or the Enterprise Administrator on behalf of the Account Owner must: (a) provide true, accurate, current and complete information about the Account Owner as requested by the Service's registration form (such information being the "Registration Data") (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, (c) work with Seraf (i) to assist in the uploading of Account Owner data to the system, if applicable, and (ii) to review the accuracy and completeness of data existing in the Service which pertains to the Account Owner and (d) promptly notify Seraf if you believe or have reason to believe any of the data in the Service which pertains to the Account Owner is or may be incorrect.

Only an Account Owner, an Enterprise Administrator, or an Authorized Designee who lawfully possesses an Account Owner’s or Enterprise Administrator’s User ID and password may use a Seraf account. Users must keep the User ID and password confidential and not allow any third party to access or use the Service on their behalf. Users should immediately change their password if they suspect misuse of their account. Users should contact us immediately if they suspect any security breach in the Service. Each Account Owner is responsible for all activities of Enterprise Administrators and Authorized Designees that take place with their account. Seraf will not be liable for any loss or damage arising from any unauthorized use of accounts.

It is the responsibility of the Enterprise Administrator on behalf of the Account Owner to protect their User ID and password and to change their password as frequently as they deem necessary. Seraf shall have no responsibility to verify the identity of any person accessing the website through a valid User ID and password. In cases where an Account Owner is an individual natural person, and that Account Owner dies or becomes incapacitated, a family member or other representative with lawful possession of their User ID and password may access their account. For the avoidance of doubt, such access shall not be permitted in cases where the Account Owner is an entity rather than a natural person. If a third party representative of a deceased or incapacitated individual natural person who was an Account Owner who does not possess that Account Owner’s User ID and password wishes to access that Account Owner’s account, access will be DENIED UNLESS the representative: either (1) presents an original document in which he or she is named as attorney-in-fact under a durable power of attorney executed by the Account Owner within the preceding 7 years, with broad powers to act on the Account Owner’s behalf; or (2) the representative can prove s/he is appointed as a financial fiduciary for the Account Owner by a Court with jurisdiction over the Account Owner or his/her estate (“Personal Representative/ Conservator/Trustee”) and provides an original certificate of appointment issued by the Court within the prior 90 days.

4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

By registering with Seraf, the Account Owner or Enterprise Administrator on behalf of the Account Owner understands that we may send them communications or data regarding the Services, including but not limited to (a) notices about use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding Seraf's products and services, via electronic mail. We give the Account Owner or the Enterprise Administrator on behalf of the Account Owner the opportunity to opt-out of receiving non-essential electronic mail from us by following the opt-out instructions provided in the message.

5. CONTENT

Except for material that we explicitly license to Users, we don't claim ownership of any Content Account Owners or Enterprise Administrators provide on behalf of the Account Owner that is transmitted, stored, or processed in User account(s). We also don't control, verify, or endorse the Content that Account Owners, Authorized Designees or Enterprise Administrators on behalf of Account Owners make available on the Service, including investment information, capitalization data, or other company financial data in User accounts provided by, or derived from information provided by, the companies in which Users have invested.

The Account Owner or Enterprise Administrator on behalf of the Account Owner hereby grants Seraf and its contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Content posted on the Service solely to the extent necessary to provide the Service or as otherwise permitted by these Terms.

The Account Owner or Enterprise Administrator on behalf of the Account Owner represents and warrants that: (a) they have all the rights in the Content necessary for them to use the Service and to grant the rights in this Section; and, (b) the storage, use or transmission of the Content doesn't violate any law or these Terms (c) they will only store content directly related to their private equity investments and will not store unrelated materials in their account.

Each Account Owner or Enterprise Administrator on behalf of the Account Owner will: (a) be solely responsible for the nature, quality and accuracy of the Content they upload; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to a User by any person claiming that any Content violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content. Seraf will have no liability of any kind as a result of the Account Owner’s or Enterprise Administrator’s deletion of, correction of, destruction of, damage to, loss of or failure to store any Content.

Users must immediately notify Seraf in writing of any unauthorized use of any (a) Content (b) any Account or (c) the Service that comes to a User’s attention. In the event of any such unauthorized use by any third party that obtained access through a User, that User will take all steps necessary to terminate such unauthorized use. Users will provide Seraf with such cooperation and assistance related to any such unauthorized use as Seraf may reasonably request.

SERAF SHALL HAVE NO LIABILITY TO AN ACCOUNT OWNER IN RELATION TO INFORMATION ADDED TO OR OMITTED FROM THEIR ACCOUNT BY THEIR ENTERPRISE ADMINSITRATOR. ACCOUNT OWNERS WITH ENTERPRISE ADMINISTRATORS SHOULD LOOK TO THEIR ENTERPRISE ADMINISTRATOR FOR QUESTIONS OR SUPPORT.

6. CONTENT STORED IN THE UNITED STATES

The Service is provided from the United States. By using and accessing the Service, Users understand and consent to the storage and processing of the Content and any other personal information in the United States. Seraf reserves the right to store and process Account Owner-supplied personal information outside of the United States, and will use commercially reasonable efforts to provide Users with at least 30 days’ notice of any such changes in the processing location.

7. SUSPENSION AND TERMINATION OF CUSTOMER'S USE OF THE SERVICE

System Maintenance

Although we will use all commercially reasonable efforts to maintain the Service, minimize downtime, and avoid any significant interruptions, in situations where downtime or interruption is necessary, advisable or unavoidable for maintenance or improvement of the system or otherwise, we must and do reserve the right to temporarily suspend or terminate User access to the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For the avoidance of doubt, this includes liability to Account Owners due to the revocation of their access or an Enterprise Administrator’s access to the Services. Enterprise Administrators are responsible for complying with these terms of service and shall bear any and all liability to their Account Owners for their failure to comply with these terms of service. If, in Seraf's determination, the suspension might be lengthy enough to be more than an inconvenience, and advance notice is possible, Seraf will use commercially reasonable efforts to give advance notice to Users through the Service and/or by means of email addresses provided by an Account Owner or Enterprise Administrator on behalf of the Account Owner.

Account Termination

Seraf reserves the right to suspend or terminate Users’ access to or use of the Service for: (a) the actual or suspected (with reasonable foundation) violation of these Terms; (b) the use of the Services in a manner that may cause Seraf to have legal liability or disrupt others' use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by a User, or in their account; (d) use of excessive storage capacity or bandwidth; (e) unplanned technical problems and outages; (f) conduct, or other behavior that puts the service at risk or is or could be detrimental to other Users. If, in Seraf's determination, the suspension might be indefinite and/or Seraf has elected to terminate a User’s access to the Service, Seraf will use commercially reasonable efforts to give notice (or where possible, advance notice) to Users through the Service and/or by means of email addresses provided by an Account Owner or Enterprise Administrator on behalf of the Account Owner. Users acknowledge that if their access to the Service is suspended or terminated for the reasons enumerated in this paragraph, they may no longer have access to the Content that is stored with the Service.

Return of Content

Upon termination by Seraf, and upon the request of an Account Owner or an Enterprise Administrator on behalf of the Account Owner to gain access to their Content, we will use all commercially reasonable efforts to make available such Content. We will use commercially reasonable efforts to provide the Content without delay, and without charge. In cases where the cost of providing the Content is burdensome, we may in our sole discretion charge an additional reasonable fee for access to this Content reflecting our actual and reasonable costs of arranging access. If the termination was for one of the causes enumerated in the paragraph above, Seraf shall have the option, but not the obligation to provide the Account Owner their Content. An Account Owner or Enterprise Administrator on behalf of the Account Owner must make a request for Content within (180) days following termination. Otherwise, any Content the Account Owner has stored with the Service may not be retrievable, and we will have no obligation to maintain any Content or data stored in the account.

8. ACCEPTABLE USE

Users must not use the Service to harm others or the Service. For example, Users must not use the Service to harm, threaten, or harass another person, organization, or Seraf and/or to build a similar service or website. Users must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Seraf) to access or use the Service. In addition, Users promise that they will not and will not encourage or assist any third party to:

(a) modify, alter, tamper with, repair or otherwise create derivative works of any Software;

(b) reverse engineer, disassemble or decompile the software used to provide or access the Service, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;

(c) use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any User Guides or any other policy, instruction or terms applicable to the Service that are available on the Service ("Policies");

(d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to them with respect to the Services to any third party, except in the case of Enterprise Administrators who are entitled to share information with their group member accounts;

(e) remove, obscure or alter any proprietary rights notice pertaining to the Service;

(f) access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;

(g) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Seraf; (iv) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;

(h) interfere with or disrupt servers or networks used by Seraf to provide the Service or used by other users' to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of any Software or the Service;

(i) access or attempt to access Seraf's other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;

(j) cause, in Seraf's sole discretion, inordinate burden on the Service or Seraf's system resources or capacity; or

(k) share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service, except in the case of Account Owners’ Authorized Designees or Enterprise Administrators who are entitled to share information with their group member accounts.

Seraf reserves the right, in its sole discretion, to deactivate, change and/or require an Account Owner (or an Enterprise Administrator on behalf of an Account Owner where applicable) to change their Seraf User ID if necessary or advisable. Seraf may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.

9. UPDATES TO THE SERVICE

Seraf will use commercially reasonable efforts to minimize disruptions or end-of-life features relied on by Users, but Seraf reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. If necessary, we may add or remove functionalities or features, and we may suspend or stop a Service altogether.

10. SOFTWARE

If a User receives Software or access to Software from us, its use is governed in one of two ways: If a User is presented with service terms that they must accept in order to use the Software, those service terms apply; if no terms are presented to a User, these Terms apply. We reserve all other rights to the Software. We may automatically check a User’s version of the Software or the User’s web browser. We may also automatically download to a User’s computer or device new versions of the Software for use with newer web browsers. Any Software is used with permission not licensed, or sold. Unless we notify an Account Owner otherwise, the right to use the Software ends when Service ends. Where necessary and if requested and provided with instructions, Account Owners must then promptly uninstall the Software, or if possible we will disable it for Users remotely. Users must not work around any technical limitations in the Software.

The Software is subject to applicable U.S. export laws and regulations. Users must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, Users may not transfer the Software or Service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department's compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern). Each User represents and warrants that they are not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

11. THIRD PARTY SERVICES AND CONTENT

All transactions using Seraf's services are between us and the Account Owner or us and the Enterprise Administrator on behalf of the Account Owner. The Services may contain features and functionalities linking Users or providing Users with certain functionality and access to third party content, including linking Account Owner data to data maintained by an Enterprise Administrator, or linking the data of two Account Owners, or linking Users to public Websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; Users acknowledge that we are not responsible for such content or services. We may also provide some content to Users as part of the Services. However, Seraf is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between the User and the applicable third-party. Similarly, we are not responsible for any third party content a User accesses with the Services, and the Account Owner (or Enterprise Administrator on behalf of the Account Owner, where applicable) irrevocably waives any claim against us with respect to such sites and third-party content. Seraf shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Users and any such third-party. Users should make whatever investigation they feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Users are solely responsible for their dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should a User have any problems resulting from their use of any third party services, or should the Account Owner suffer data loss or other losses as a result of problems with any of their other service providers or any third-party services, we will not be responsible.

12. SERAF PROPRIETARY RIGHTS

As between Seraf and Users, Seraf or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to Users to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to Users pursuant to these Terms. All rights not explicitly granted to Users are reserved by Seraf. In the event that a User provides comments, suggestions and recommendations to Seraf with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, "Feedback"), the User hereby grants to Seraf a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.

13. PRIVACY

In order to operate and provide the Service, we must collect certain information about Users. As part of the Service, we may also automatically store information about a User’s computer or device, their use of the Service, and Service performance. We may also utilize browser cookies to assist in identifying and working with Users. We use and protect that information as described in the privacy policy located at www.seraf-investor.com/privacy-policy ("Privacy Policy"). Users acknowledge and agree that we may access or disclose information about them, including the content of their communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Seraf or our customers, including the enforcement of our agreements or policies governing their use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Seraf employees, customers, or the public.

We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop a User from breaching these Terms. The technology or other means we use may hinder or interfere with use of the Service.

14. NO WARRANTY

SERAF PROVIDES THE SERVICE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERAF MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

COMPANY VALUATIONS, INVESTOR OWNERSHIP POSITIONS, COMPANY UPDATES, AND COMPANY INFORMATION (INCLUDING INFORMATION ADDED BY ENTERPRISE ADMINISTRATORS) ARE NOT WARRANTIED TO BE ACCURATE AND MAY NOT BE RELIED ON FOR TAX FILINGS OR PROSECUTING OR VALIDATING OWNERSHIP POSITIONS. IT IS EACH USER’S RESPONSIBILITY TO INDEPENDENTLY VERIFY THE INFORMATION IN THEIR ACCOUNT BEFORE RELYING ON IT FOR TAX OR OTHER LEGAL PURPOSES. SERAF EXPRESSLY DISCLAIMS ANY WARRANTY THAT SUCH VALUATIONS, POSITIONS, UPDATES OR INFORMATION IS CORRECT, COMPLETE, ACCURATE OR TIMELY.

15. INDEMNIFICATION

To the extent permitted by law, each Account Owner or Enterprise Administrator on behalf of the Account Owner agrees it will defend Seraf against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by that Account Owner or Enterprise Administrator on behalf of the Account Owner, or their use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Seraf's actions); (b) breaches any agreement the Account Owner or Enterprise Administrator has on behalf of the Account Owner with a third party including, but not limited to, agreements relating to confidentiality or, (c) violates applicable law or these Terms. Seraf will reasonably notify an Account Owner or Enterprise Administrator on behalf of the Account Owner (where applicable) of any such claim or demand that is subject to their indemnification obligation.

16. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SERAF, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF SERAF HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SERAF AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO TWELVE MONTHS OF AN ACCOUNT OWNER’S OR ENTERPRISE ADMINISTRATOR’S SERVICE FEE FOR THE SERVICE OR FIFTY DOLLARS ($50.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE A USER FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO A SPECIFIC ACCOUNT OWNER OR ENTERPRISE ADMINISTRATOR TO THE EXTENT PROHIBITED BY LAW.

17. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES

Each Account Owner or Enterprise Administrator on behalf of the Account Owner is contracting with Seraf Private Investor Office LLC with an address at 9 Acacia Street, Cambridge MA 02138 USA. The laws of the Commonwealth of Massachusetts, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of the Account Owner’s state of business operations in the United States. Account Owners, Enterprise Administrators on behalf of the Account Owner, and Seraf irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Middlesex, Massachusetts, USA, for all disputes arising out of or relating to these Terms. Seraf may assign this contract to another entity at any time.

18. NOTICES

We may send Users, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to Users by email at the address the Account Owner or Enterprise Administrator specified on behalf of the Account Owner when they signed up for the Service (or by subsequent written notice of update to us) or by access to a website that we identify. Notices emailed to an Account Owner’s or Enterprise Administrator’s supplied address of record will be deemed given and received when the email is sent. If an Account owner doesn't consent to receive notices electronically, they must stop using the Service. Account Owners may provide legal notice to us via email to support@seraf-investor.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Seraf, Attn: Seraf Operations, 9 Acacia Street, Cambridge MA 02138. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

19. PAYMENTS AND REFUNDS

The fees applicable for the Service ("Fees") are available on the Site and/or in Seraf's then-current published price list. The price stated for the Service excludes all taxes and charges, unless stated otherwise. Account Owners are responsible for any taxes and for all other lawfully applied charges (for example, personal data charges or currency exchange settlements). In addition to any Fees, Account Owners may still incur charges incidental to using the Service, for example, charges for an Account Owner’s Internet access, data roaming, and other data transmission charges. Seraf services must be paid in advance. Each Account Owner or Enterprise Administrator on behalf of the Account Owner must be authorized to use the payment method that they enter when they create a billing account. Each Account Owner or Enterprise Administrator authorizes us to charge them for the Service using their supplied payment method and for any paid feature of the Service that they choose to sign up for or use while these Terms are in force. If the Account Owner chooses to upgrade their Service plan or increase the number of Users or fee-based features during payment term (a “Subscription Upgrade”), any incremental fees associated with such Subscription Upgrade will be prorated over the remaining period of the current payment term, charged to the account and due and payable upon implementation of such Subscription Upgrade. In any future payment term, the Account Owner’s fees will reflect any such Subscription Upgrades. If the Account Owner elects to downgrade their Service, they may cause loss of content, features, or capacity of the Service as available to them, and Seraf does not accept any liability for such loss.

We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Once we have informed an Account Owner or Enterprise Administrator on behalf of the Account Owner that the Service will be provided indefinitely or automatically renewed, we may automatically renew their Service and charge them for any renewal term. We will notify the Account Owner or Enterprise Administrator on behalf of the Account Owner in advance, either through the Service or to the email address they have most recently provided to us, if we change the price of the Service. If there's a specific length and price for a Service offer, that price will remain in force for that time. After the offer period ends, continued use of the Service will be charged at the new price. If a Service is billed on a period basis (for example, monthly) with no specific length, we will notify the Account Owner or Enterprise Administrator on behalf of the Account Owner of any price change at least 30 days in advance. If the Account Owner doesn't agree to these changes, they must cancel and stop using the Service via cancelation functionality on the site or, if none is available, via an email to support@seraf-investor.com (with cancellation confirmation from a Seraf representative) no later than fourteen (14) days prior to the conclusion of their current payment term, whether monthly, yearly, or otherwise. If the Account owner or Enterprise Administrator on behalf of an Account Owner cancels, their Service ends at the end of their current Service period or, if we bill the Account owner’s account on a period basis, at the end of the period in which the User canceled. If a User fails to cancel as required, we will automatically renew the Service for the same term and will charge the User’s payment information on file with us commencing on the first day of the renewal term.

Account Owners or Enterprise Administrators on behalf of Account Owners must keep all information in their billing account current. An Account Owner or Enterprise Administrator on behalf of the Account Owner can access and modify their billing account information using the Site. An Account Owner or Enterprise Administrator on behalf of the Account Owner may change their payment method at any time. If an Account owner or Enterprise Administrator tells us to stop using a payment method and we no longer receive payment from the Account Owner for the paid Service, we may cancel that Service. An Account Owner or Enterprise Administrator’s notice to us will not affect charges we submit to their billing account before we reasonably could act on the request.

If an Account Owner or Enterprise Administrator pays by credit card, the Site provides an interface for the Account Owner or Enterprise Administrator to change credit card information (e.g. upon card renewal). The Account Owner or Enterprise Administrator will receive a receipt upon each receipt of payment by Seraf, or they may obtain a receipt from Seraf by request to support@seraf-investor.com to track subscription status. The Account Owner or Enterprise Administrator on behalf of the Account Owner hereby authorizes Seraf to bill their credit card or other payment instrument in advance on a periodic basis in accordance with the terms of their Service until they terminate their subscription. Seraf uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use an Account Owner’s or Enterprise Administrator’s billing information except as necessary to process their credit card information for Seraf and for no other reason. Payments for accounts registered to pay via credit card, are due the date the invoice is posted on the Account Owner’s account; and all Enterprise accounts registered to pay via check, wire-transfer, or Automated Clearing House (ACH), are due within thirty (30) days of billing date unless otherwise agreed-to by the parties in writing. Account Owners or Enterprise Administrators on their behalf retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If payment obligations are not complied with, at the end of 180 days (as specified in Section 7), the Account Owner’s account will be deactivated and all data will no longer be retrievable.

Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are auto-renewed.

Except as prohibited by law, we may assess a late charge if the Account Owner does not provide timely payment details or pay on time. The Account Owner must pay these late charges when we bill the Account Owner for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. A delinquent Account Owner must pay for all reasonable costs we incur to collect any past due amounts. We may suspend or cancel Service if the Account Owner fails to pay in full on time.

20. MISCELLANEOUS

20.1. Severability; Entire Agreement

These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, the parties will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in effect. This is the entire contract between the Account Owner or the Enterprise Administrator on behalf of the Account Owner and us regarding the Service. It supersedes any prior contract or oral or written statements regarding an Account Owner’s use of the Service.

20.2. Assignment and transfer

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. The Account Owner or Enterprise Administrator may not assign this contract or transfer any rights to use the Service without Seraf’s express prior written consent.

20.3. Independent Contractors; No third-party beneficiaries

Seraf and the Account Owner are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for Users and our benefit. It is not for the benefit of any other person, except for permitted successors.

20.4. Claims

Claims must be filed within one year. The Account Owner must bring any claim related to these Terms or the Service within one year of the date that the Account Owner could first bring the claim, unless their local law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.

20.5. Waiver

The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

21. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

Seraf does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by emailing support@seraf-investor.com. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers.

Federal law requires a DMCA Notice to include the following information:

  1. Identification of the copyrighted work that a complainant’s claim has been infringed;
  2. Identification of the material, including URL, that complainant claims is infringing, with enough detail so that we may locate it;
  3. Complainant’s address, telephone number, and e-mail address;
  4. A statement declaring under penalty of perjury that (a) complainant has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in the notice is accurate, and (c) complainant is the owner of the copyright interest involved or is authorized to act on behalf of that owner; and
  5. Complainant’s physical or electronic signature.

INTELLECTUAL PROPERTY NOTICES

All contents of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © 2016 Seraf, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.

Seraf and the Seraf logo are including without limitation, either trademarks, service marks or registered trademarks of Seraf, Inc., and may not be copied, imitated, or used, in whole or in part, without Seraf's prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.

Seraf may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted the Account Owner an express written license to our intellectual property, our providing the Account Owner with the Service does not give that Account Owner any license to our intellectual property. Any rights not expressly granted herein are reserved.