Website Terms and Conditions of Use

(Last Modified March 7, 2019)

Terms and Conditions of Use

This website (the “Website”) is maintained by PointPredecent, Inc. (“PointPrecedent” or “us” or “we”). Please read these Terms and Conditions of Use carefully. By accessing this Website, you signify your agreement with, and understanding of, the following Terms and Conditions of Use without modification of the terms, conditions, and notices contained herein.

No Offer of Securities – Disclosure of Interests

Under no circumstances should any material on this Website be used or considered as an offer to sell or a solicitation of any offer to buy the securities or any other instruments of any issuer. Offers can be made only where lawful under applicable law. If you wish to obtain further details about any information contained on this Website, we suggest that you contact the PointPredecent team.

Your Right to Use this Website and Its Contents

This Website is only for your personal use. The information and materials provided on this Website are solely for your use to assist you in evaluating the services offered by PointPredecent and in the support and use of such services. Other uses are not permitted unless you receive PointPredecent’s prior written approval. You may not distribute, exchange, modify, sell, re-post or transmit anything you copy from this Website, including but not limited to any text, images, audio and video, for any business, commercial or public purpose. As long as you comply with the terms of these Terms and Conditions of Use, PointPredecent grants you a non-exclusive, non-transferable, limited right to enter, display and use this Website. You agree not to interrupt or attempt to interrupt the operation of this Website in any way. This Website is operated by, or on behalf of, PointPredecent. Not all services listed on this Website are available in all jurisdictions. To the extent that access, distribution and/or use of this Website would be deemed illegal by applicable law in any regulatory jurisdiction then such access, distribution and/or use by you is prohibited.


Responsibility for User’s Material

You are prohibited from posting or transmitting any defamatory, libelous, obscene, pornographic, profane, threatening or unlawful material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. PointPredecent will fully cooperate with any law enforcement authorities or court order requesting or directing PointPredecent to disclose the identity of anyone posting such materials.

Transmitted Material

Internet transmissions are never completely private or secure. You understand that any message or information you send to this Website may be read or intercepted by others unless there is a special notice that a particular message is encrypted (sent in code). Sending a message to PointPredecent does not cause PointPredecent to have any special responsibility to you.

Linked Sites

This Website may contain links to other websites on the internet. PointPredecent provides such links for your convenience only, and is not responsible for the content of any website linked to or from this Website. Links from this Website to any other website do not mean that PointPredecent approves of, endorses or recommends that website. PointPredecent disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other website. Please note that any information you submit to a third party website will be subject to that website’s privacy policy and terms and conditions of use.

Intellectual Property Rights

Copyright

The materials and content on the Website, including text, graphics, logos, button icons, images, audio or video clips, data compilations and software, as well as their selection and arrangement, are protected by copyright and/or other intellectual property laws, including laws of the United States and other countries, treaties and international conventions and are the property of PointPrecedent or its suppliers. Any unauthorized use of the materials or content available on the Website may violate such laws. PointPrecedent does not grant any express or implied right or license under any copyright or other intellectual property in any material or content on the Website, except as authorized in these Terms and Conditions. You may print, download and store copies of material on the Website for your own personal, non-commercial use. You may not charge anyone for use of the material and you may not publish or otherwise distribute the material to others. You may not modify the material in any way without the prior written consent of PointPrecedent or the copyright owner.

Trademark

POINTPRECEDENT™ and certain other names or logos displayed on the Website are trademarks, service marks or trade dress owned or licensed by PointPrecedent, and all related products and service names, design marks and slogans are the service marks or trademarks of PointPrecedent or its licensors, or of the suppliers of the products or services identified. The foregoing intellectual property is protected by the trademark laws and other intellectual property laws of the United States and other countries, and by international treaties and conventions. Elements of the Website, including, but not limited to the “look” and “feel” of the Website, are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

PointPredecent’s Right to Change These Terms and Conditions of Use or Content on this Website

PointPredecent may add to, change or remove any part of these Terms and Conditions of Use at any time, without notice. Any changes to these Terms and Conditions of Use or any terms posted on this Website apply as soon as they are posted. By continuing to use this Website after any changes are posted, you are indicating your acceptance of those changes. You are responsible for checking these terms and conditions to see if they have changed. You can determine whether they have changed since your last visit by checking the “last modified” date set forth above. PointPredecent may add, change, discontinue, remove or suspend any other Content posted on this Website, at any time, without notice and without liability.


Disclaimer of Warranties and Damages; Limitation of Liability

PointPrecedent IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RELATED TO THE USE OF THIS WEBSITE.
YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. THIS WEBSITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THIS WEBSITE) IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITH REGARD TO THE CONTENT ON THIS WEBSITE, PointPrecedent MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT THE SERVER THAT MAKES THIS WEBSITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM OR OTHERWISE USE THE WEBSITE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO PointPrecedent’S NEGLIGENCE, SHALL PointPrecedent BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES RELATED TO (A) THE USE OF, (B) THE INABILITY TO USE OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF THIS WEBSITE, EVEN IF PointPrecedent OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL PointPrecedent’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), EXCEED $100.00.

You are responsible for undertaking suitable precautions to scan for computer viruses and maintaining a backup of all data and/or equipment.

Indemnity

You agree to indemnify, defend and hold harmless PointPredecent and affiliated entities, and each of their respective owners, officers, directors, employees and agents from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including but not limited to attorneys’ fees) arising from or in connection with: (i) your use of the Website and/or (ii) any violation of these Terms and Conditions of Use. You agree that your obligation to indemnify shall survive beyond any term that these Terms and Conditions of Use are in effect.

Governing Law

By visiting this Website you agree that the laws of the State of New York, without regard to principles of conflict of laws, and any applicable United States federal law, will govern your use of the Website, the interpretation of the Terms and Conditions of Use and any dispute of any sort relating to your use of the Website. PointPrecedent makes no representation that the content, materials, services or information available on the Website are appropriate for access outside of the United States and accessing them from jurisdictions where they, or any of them, are illegal is prohibited. Those who choose to access this Website from outside the United States do so on their own initiative, at their own risk, and are responsible for compliance with local laws.

Dispute Resolution

Any dispute arising out of or relating in any way to your visits to the Website or to services you obtain through the Website shall be submitted to confidential arbitration before a single arbitrator in the County and State of New York, except that, to the extent you have in any manner violated or threatened to violate PointPrecedent’s intellectual property rights, PointPrecedent may seek injunctive or other appropriate relief in any state or federal court of competent jurisdiction in the County and State of New York and you consent to jurisdiction over you by and exclusive venue in such a court. Arbitration hereunder shall be administered by JAMS under the then prevailing JAMS Streamlined Arbitration Rules and Procedures. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. No arbitrator’s award shall be given preclusive or collateral estoppel effect in subsequent arbitration proceedings pursuant to this provision or other similar provisions. To the fullest extent permitted by applicable law, no arbitration under these Terms and Conditions shall be joined to an arbitration involving any other party, whether through class arbitration proceedings or otherwise. The parties further agree that neither shall commence any litigation against the other arising hereunder as to any matter not subject to arbitration or with respect to any arbitration proceeding or award, except in a state or federal court of competent jurisdiction located in the County and State of New York. You consent to jurisdiction over you by and exclusive venue in such a court.

General Provisions

These Terms and Conditions of Use and any additional terms posted on this Website together constitute the entire agreement between PointPredecent and you with respect to your use of this Website. Any cause of action you may have with respect to your use of this Website must be commenced within (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this agreement, and the remainder of these Terms and Conditions of Use shall continue in full force and effect. These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without reference to its conflict of laws rules.

Complaints, Questions or Comments

If you have any complaints, questions or comments about these Terms and Conditions of Use, the Website and/or the Content, or wish to contact us for any other reason, our contact information is as follows:

Mail Address: 360 Madison Avenue, New York, NY 10017
Telephone: 646.817.8622 / 917.658.6045