Terms Of Service

Terms Of Service
Last Revised: OCTOBER 31, 2017

The following terms and conditions (the "Terms of Service" or "Agreement") constitute an agreement between you ("User" or "you") and Bioverge, Inc., Bioverge Funds LLC and its subsidiaries, affiliates, successors and assignees ("Bioverge", "us", "our" or 'we") regarding your use of the Bioverge Site and/or Services (as defined below).

Bioverge is the owner of the www.bioverge.com website (the "Site"), an online investment platform helping accredited investors discover, fund and support science and technology startups (collectively, the "Services"), and all content and features contained in the foregoing.

BY ACCESSING OR UTILIZING ANY OF THE SERVICES YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.

Eligibility

To be eligible to use the Services, you must be at least 18 years of age and an Accredited Investor. Currently, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). To be an classified as an Accredited Investor, individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.Each investment product or service referred to on the Site is intended to be made available only to accredited investors, corporations or other entities and is only available in jurisdictions where that investment product or service may lawfully be available. You agree that you have all requisite authority to entire into and use the Services contemplated by this Agreement. This Site will not be considered a solicitation for or offering of any security, investment product or service to any person, corporation, or other entity in any jurisdiction where such solicitation offering would be illegal.

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All such changes or modifications are effective immediately when we post them and apply to all access and use of the Site or the Services. Your continued use of the Site or Services following the posting of revised Terms of Services means you accept and agree to the changes.

Accessing the Service and Account Security

To access the Site or the Services, you may be asked to register.  In registering for use of our Site or Services, you must create an account, including a sign-in name ("Sign-In Name"), a password ("Password"), and certain additional information that will assist in authenticating your identity ("Unique Identifiers").  When creating your account, you agree to provide accurate, current and complete information about yourself and to promptly update this information to maintain its accuracy.

Our Site and Services are available only to Accredited Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification. Only users of Bioverge with a valid Sign-In Name and Password are authorized to access the Services.

Bioverge reserves the right to withdraw or amend the Site or the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time for that period. From time to time, we may restrict access to some parts of the Site or the Services in our sole discretion for any or no reason, including if, in or opinion, you have violated any provision of these Terms of Service.

Each Sign-In Name and Password can be used by only one user.  You must treat your Sign-In Name and Password as confidential. You are solely responsible for the confidentiality and use of any information you provide, as well as for any use, misuse, or communications entered through the Site or the Services using such information. Bioverge will not be liable for any loss or damage caused by any unauthorized use of your registration information.

Bioverge has the right to delete, change, suspend or terminate your registration, your Sign-In Name and Password, and/or this Agreement in our sole discretion at any time and for any reason, and to refuse any and all current or future use of the Services if it suspects that such information is inaccurate or incomplete.

Startup Information

This Site and the Services provides certain information regarding private Startup companies seeking investment (each a "Startup"), which may include information regarding current and future products, services and intellectual property, business plans, market research and the identities and professional experience of the founders. In addition, the Site may make available copies of the legal contracts under which a Startup is willing to accept equity investment, including without limitation stock purchase agreements, rights of first refusal agreements, and drag-along agreements (collectively, "Investment Documents"). WITHOUT LIMITING THE GENERALITY OF ANYTHING ELSE IN THIS AGREEMENT, YOU AGREE NOT TO COPY, DISTRIBUTE, DISCLOSE TO A THIRD PARTY, MODIFY, PREPARE DERIVATIVE WORKS OF OR USE FOR ANY PURPOSE OR ANY MANNER ANY SUCH STARTUP INFORMATION OR ANY SUCH INVESTMENT DOCUMENTS OTHER THAN YOUR OWN VIEWING ON THE SITE FOR YOUR INFORMATION PURPOSES ONLY.

Investing

Fund listings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Additionally, investors may receive restricted units that may be subject to holding period requirements. Fund offerings on Bioverge will target companies seeking private placement investments, which tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to Accredited Investors, institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers.

Your entry into this Agreement does not give you any right or ability to invest in any Startups through the Site. Your ability to invest in Startups is subject to the Company's determination that you meet the definition of an Accredited Investor.

Dynamic Diligence Process

The Site facilitates the ability for accredited investors to pose requests for information to Startups and other users regarding Startup business plans, financials, products, technology and any other matter, and for Startups and other users to respond to such requests (an "Dynamic Diligence Process"). The Company may edit or otherwise moderate requests in order to avoid duplicate requests, requests that violate Section "User Contributions and Licenses" or are otherwise inappropriate. You acknowledge that the Company shall have no liability for any such editing or moderation activities. The Company does not control the extent to which a Startup or other user will provide a response to any requests that are made. The Site allows prospective investors and other users to receive access to the results of our Dynamic Diligence Process (the "Dynamic Diligence Results"). To the extent you receive access to any Dynamic Diligence Results, you agree to keep such Dynamic Diligence Results strictly confidential. Without limiting the foregoing, you agree not to disseminate the Dynamic Diligence Results in any manner, including provision to any third party or any form of publication. You further agree not to use the Dynamic Diligence Results other than for your internal use that is not competitive to the relevant Startup. While we strive to conduct Dynamic Diligence on all investments opportunities, we are under no obligation to do so and the responsibility of conducting diligence lies with each investor.

Prohibited Uses

Unauthorized use of the Site or the Services, including but not limited to the misuse or sharing of Passwords or misuse of any other information, is strictly prohibited. You may use the Service only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:

  1. In any way that violates any applicable federal, state, local or international law or regulation or these Terms of Service;
  2. For the purpose of exploiting, harming or attempting to exploit or harm minors or children in any way, including without limitation, by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
  3. To transmit or attempt to transmit the sending of any advertising or promotional material without prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation;
  4. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm Bioverge or users of the Site or the Service or expose them to liability;
  5. Use the Service in any manner that could disable, overburden, damage, or impair the Site or Service or interfere with any other party's use of the Site or the Services;
  6. Use any robot, spider or other automatic device, process or means to access the Site or the Services for any purpose;
  7. Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful or otherwise attack or interfere with the Site or the Services; or
  8. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Site or the Services, the server on which the Site or the Services are stored, or any server, computer or database connected to the Site or the Services.

Bioverge Intellectual Property

The Site and the Services and its content, features, functionality and design, including without limitation the text (such as the articles found in our newsletters), software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein ("Bioverge Content"), are owned by Bioverge its licensors, or other providers, and are protected by United States and international copyright, trademark, trade secret and/or patent, and other intellectual property rights.

Bioverge Content is provided to you "as is" and "with all faults" for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Bioverge. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Bioverge reserves all rights not expressly granted in and to Bioverge Content, this Site and the Services, and this Agreement does not transfer ownership of any of these rights.

The Bioverge name, and all related service marks, and logos, designs and slogans of Bioverge ("Bioverge Trademarks") used on the Site and the Services are marks of Bioverge.  Other company products, and service names located on the Site or the Services may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with Bioverge Trademarks, the "Trademarks"). You must not use any of the Bioverge Trademarks without the prior written permission of Bioverge. All goodwill generated from the use of Bioverge Trademarks inures to our benefit.

User Contributions and Licenses

Some of the features of this Site or the Services, may allow Users to view, post, publish or share their ideas, opinions, preferences or feedback ("On-Site User Content"). We may also make available interactive services through third-party websites ("Third Party Platforms") pursuant to which Users can post associated content ("Off-Site User Content," together with On-Site User Content, "User Content"). By posting or publishing User Content to the Site or to the Services or to Third Party Platforms, you represent and warrant to Bioverge that: (i) you have all necessary rights to distribute User Content, either because you are the sole author and owner of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content; and (ii) you do not violate the rights of any third party. You shall be solely responsible for any and all of your User Content and the consequences of, and requirements for, distributing it.

Bioverge has no obligation, either express or implied, to treat your User Content as confidential, to develop or use your User Content and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Content.

If you post or publish your User Content to this Site or to Third Party Platforms, you authorize Bioverge to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site, or the Third Party Platforms and this Agreement. Accordingly, you hereby grant Bioverge a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the Third Party Platforms and Bioverge's business, promoting and redistributing all or part of this Site in any media format.

Copyright Infringement

Bioverge has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"). It is Bioverge's policy to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers or Users; and (b) remove and discontinue service to repeat offenders.

If you believe that your content has been copied in a way that constitutes copyright infringement or your work has been removed by mistake, please notify us by emailing us at info@bioverge.com.

Links to Third-Party Websites

The Site and the Services may contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the content of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party services linked to the Site or the Service, you do so entirely at your own risk and are subject to the terms and conditions of use for such services.

By using this Site or the Services, you expressly release Bioverge from any and all liability arising from your use of any third-party website that may be located on our Site. Accordingly, Bioverge encourages you to review the terms and conditions, privacy policies, and other governing documents of any website that you may visit.

Fees

As Bioverge grows and develops new products and features, we may charge a monthly subscription fee or other fee(s) in connection with certain Services or offerings ("Fees").  We will notify you of any Fees associated with such Services or offerings so that you may choose whether to purchase or subscribe to the new Services, product, or feature.  All Fees and applicable taxes payable under this Agreement and all payments made are non-refundable. Bioverge may increase the Fees by providing you with written notice of such increase.

Indemnification

To the maximum extent permitted by law, you agree to indemnify and hold harmless Bioverge, its affiliates, and their respective directors, officers, managers, employees, shareholders, agents, and licensors, from and against all claims, demands, disputes, losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or in relation to these Terms or your use of the Site or the Services. Bioverge reserves the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide us with such cooperation as is reasonably requested by us.

Disclaimer of Warranties and Limitation of Liability

THE SITE, THE SERVICES, AND ALL BIOVERGE CONTENT ARE AVAILABLE "AS IS." BIOVERGE DOES NOT WARRANT THAT THE SITE, THE SERVICES OR ANY BIOVERGE CONTENT WILL BE UNINTERRUPTED. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE NEWS, INFORMATION, OR OTHER MATERIALS AVAILABLE THROUGH THE SITE, THE SERVICES OR ANY BIOVERGE CONTENT. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, THE SERVICES, ANY BIOVERGE CONTENT OR ANY INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SITE, THE SERVICES, OR ANY BIOVERGE CONTENT. WE DO NOT PROVIDE OR AUTHORIZE THE PROVISION OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE THROUGH THE SITE, THE SERVICES OR ANY BIOVERGE CONTENT, AND SO WE DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL INFORMATION THAT IS CONTAINED WITHIN THE SITE, THE SERVICES, OR ANY BIOVERGE CONTENT; RATHER THAN RELYING ON THIS INFORMATION, YOU SHOULD SEEK ADVICE FROM A QUALIFIED PROFESSIONAL. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED, OR DISTRIBUTED IN THE SERVICES, THE SITE OR AVAILABLE THROUGH LINKS IN THE FOREGOING. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SITE AND THE SERVICES. WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICES, THE SITE, OR MATERIALS THAT MAY BE DOWNLOADED FROM THE FOREGOING DO NOT CONTAIN VIRUSES, WORMS, "TROJAN HORSES," OR OTHER DESTRUCTIVE MATERIALS. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES. IF YOU RELY ON THE SERVICES, THE SITE OR ANY MATERIALS AVAILABLE THROUGH THE FOREGOING, YOU DO SO SOLELY AT YOUR OWN RISK.

Bioverge, its respective affiliates, and their directors, officers, managers, employees, shareholders, agents, and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including lost revenues or profits, loss of business, or loss of data, in any way related to the Site, the Services or any Bioverge Content, or for any claim, loss, or injury based on errors, omissions, interruptions, or other inaccuracies in the Site, the Services or any Bioverge Content (including without limitation as a result of breach of any warranty or other term provided in these Terms). Any claim against us shall be limited to the amount you paid, if any, for use of the Site, the Services or any Bioverge Content

Arbitration

Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, for which action may be taken in any court of competent jurisdiction, in the County of San Francisco in the State of California, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) to waive the right to trial by jury in any such action or proceeding that takes place relating to or arising out of this Agreement, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by binding arbitration governed by the Federal Arbitration Act and in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services ("JAMS") then in force.

NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH DISPUTE IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.

The arbitration hearings and all meetings pursuant to this section shall be held in San Francisco County, in the State of California. If the parties cannot agree upon a single arbitrator within thirty (30) calendar days after demand by either of them, each party shall select one arbitrator knowledgeable about Internet commerce in San Francisco, and notify the other of its selection, and such two arbitrators shall select a third from a list of arbitrators (with knowledge of Internet commerce as demonstrated by no less than 15 years of practice in such area) qualified by JAMS in San Francisco. If this procedure for selecting arbitrators fails, then a neutral arbitrator based in San Francisco with knowledge of Internet commerce in California shall be selected by JAMS to resolve the dispute. The arbitrator(s) shall conduct a hearing within forty-five (45) days after their selection. A majority of the arbitrators (if there is more than one pursuant to this clause) shall determine the decision/award, which shall be rendered within ten (10) days after the completion of the hearing. The decision of the arbitrator(s) shall be final and binding upon the parties both as to law and to fact, and shall not be appealable to any court in any jurisdiction. The parties shall share the expenses of the arbitrators equally. Nothing in any indemnification provision hereunder shall be construed as having any bearing on the award of attorneys' fees or arbitrators' fees under this section.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. Any controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party, unless agreed to by Bioverge in its sole discretion.

Registration Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your Password and identification; (c) maintain and promptly update the Registration Data, and any other information that you provide to Bioverge, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Bioverge.

Termination

You may terminate your account at any time by contacting Bioverge at info@bioverge.com. We will have no liability whatsoever on account of any change to the service or any suspension or termination of your access to or use of the service.

Miscellaneous

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the States of California without regard to conflict of laws principles. The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. This section and the sections entitled Intellectual Property, Indemnity, Disclaimer of Warranties and Limitation of Liability, Arbitration and Class Action Waiver shall survive the termination of this Agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement contains the entire agreement of the parties concerning the subject matter, and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.

Comments and Concerns

If you have any questions about this Agreement, please contact us via email at info@bioverge.com.