The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
Platform and Service
The Platform, owned and operated by Eleven Platform, Inc., provides tools and information to assist in enhancing interactions between eligible investors, fund managers, fund administrators, marketplace operators and other related individuals or entities. It includes all of the web-based features, functionality, tools and applications together with information, data and content generated by Eleven (“Platform Content”) and any data, information, documents, media, logos, brand assets, research, statements, reports, personal information or other materials uploaded or displayed by Users, including yourself, as more specifically defined in the User Content License Section below (“User Content”), that is accessible to you via https://www.platformeleven.io (or another designated URL) and any ancillary products or services that we provide to you (the “Service”).
Eleven reserves complete and sole discretion with respect to the operation of this Website and the Services. We may withdraw, suspend, or discontinue any functionality or feature of the Website or the Services among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of the Website or with respect to the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Website or the Services in accordance with our internal record retention or destruction policies.
Access to the Platform
Eleven presently offers four account types: an Investor Account; a Manager Account; a Fund Administrator Account; and a Marketplace Account (each one separately is an "Account", and collectively, "Accounts").
- Investor Account: Anyone granted an Investor Account license to the Platform, which may come from another User or us. Investor Accounts can access User Content they are permissioned to see by other Users or, in some cases, opt-in to or self-certify themselves to see.
- Manager Account: Only eligible fund managers and their authorized agents are permitted to have access to a Manager Account. Fund managers are granted access to a Manager Account either a) by registering online at https://platformeleven.io/managers-signup or b) through a fund administrator who has been granted a Fund Administrator Account license by Eleven. A fund manager may upgrade to any number of premium modules when logged in to the Platform. All Manager Accounts are governed by our Manager Account Agreement.
- Fund Administrator Account: Only eligible fund administrators who have executed a Fund Administrator License Agreement have access to a Fund Administrator Account.
- Marketplace Account: Only eligible financial intermediaries, marketplace owners or administrators and third-parties expressly qualified by Eleven who have executed a Marketplace License Agreement have access to a Marketplace Account.
A “User” is any individual who has been granted a license under one of the four types of Accounts. Eleven will grant Users a personal, non-transferable and non-assignable license to use the Service and the Platform in accordance with these Terms. Users may not sublicense, transfer, sell or assign this license, and may not share the Content with anyone other than as permitted pursuant to this Agreement.
Users are responsible for maintaining the confidentiality of the password for your account, and are fully responsible for all activities that occur under your password or account. Users agree not to share their login credentials with anyone. Users agree to (i) immediately notify us of any unauthorized use of their password or account or any other breach of security of which they become aware, and (ii) ensure that they exit from their account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
We reserve the right to accept, deny, revoke or terminate any User license at any time for any reason and with any conditions in our sole discretion without liability.
We have the right in our sole discretion to restrict, suspend or terminate your access to all or any part of the Platform and/or the Service at any time, for any or no reason, with or without prior notice and without liability.
You must not use this Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use this Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Website without Eleven’s express written consent.
You agree that you will not intentionally use the Platform in any way or manner that could damage, disable, overburden or impair the Platform or interfere with any other person or party’s use or enjoyment of the Platform.
You will not interfere with or disrupt the integrity or performance of any of our Platform, sites, or Services or the data contained therein, or attempt to gain unauthorized access to any part of our Platform, websites, or Services.
You must not use this Website to transmit or send unsolicited commercial communications.
By accessing the Platform, you agree that you will not:
- Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Platform, or otherwise attempt to discover any source code, or allow any third party to do so;
- Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Service in any way;
- Use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Platform in a manner that sends more request messages to the Eleven servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
- Use the Platform in any manner that damages, disables, overburdens, or impairs any Eleven Website or interferes with any other party's use and enjoyment of the Platform;
- Mirror or frame the Platform or any part of it on any other website or web page.
- Attempt to gain unauthorized access to the Platform;
- Access the Platform by any means other than through the interface that is provided by Eleven for use in accessing the Platform;
- Use the Platform for any purpose or in any manner that is unlawful or prohibited by this Agreement.
- Show any material from the Website in public;
- Reproduce, duplicate, copy or otherwise exploit material on this Website for a commercial purpose; or
- Edit or otherwise modify any material on the Website;
Under these Website Standard Terms And Conditions, “User Content” as evidenced by your continued use of the Website, shall mean any documents, data, audio, video, text, images or other material you choose to display on this Website. With respect to User Content, by displaying it, you grant Eleven a perpetual, non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
User Content must be your own and must not be infringing on any third party’s rights. Eleven reserves the right to remove any of User Content from this Website at any time, and for any reason, without notice.
You are solely responsible for all of the User Content and the consequences of posting, submitting, publishing, or uploading any such content.
We take no responsibility and assume no liability for any User Content that your or any other person or party posts or sends through our Platform. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, stream, post, transmit, display, or otherwise make available or access via our Platform or related products and Services, is thus solely your responsibility.
User Content may be removed from our Platform at any time, at our sole discretion. We are not responsible for the loss, deletion, destruction, or modification of any of User Content, including but not limited to documents, data, photos, videos, or written materials.
Prior to making submitting any User Content, you affirm, represent and warrant that:
- You are at least 18 years of age and have not been previously had any account terminated by us; or if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this User Agreement, and to abide by and comply with this User Agreement.
- You have the written consent of each and every identifiable natural person in any User Content to use such a person's name or likeness in the manner contemplated by this User Agreement, and each such person has released you from any liability that may arise in relation to such use.
- You own or otherwise control all of the rights to your User Content, including, without limitation, all the rights necessary for you to post or submit the User Content. Your User Content and our use thereof as contemplated by this User Agreement will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity of any such third party.
- To the best of your knowledge, all User Content and other information that you provide to us is truthful and accurate.
- We are not responsible for any public display or misuse of User Content. You understand and acknowledge that in using our Platform you may be exposed to content that may be inaccurate, offensive, indecent, objectionable, or inappropriate, and you agree that we shall not be liable for any damages you allege to incur as a result of exposure to such content.
You agree and understand that your submissions of User Content pass through us to our Platform, with or without our review and modification. You are solely responsible for User Content. You are solely responsible for all of the User Content and the consequences of posting, submitting, publishing, or uploading any such content.
We take no responsibility and assume no liability for any User Content that you or any other person or party posts or sends through our Platform. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, stream, post, transmit, display, or otherwise make available or access via our Platform or related products and Services, is thus solely your responsibility.
You agree not to post any User Content that:
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
- may create a risk of any other loss or damage to any person or property; seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- may constitute or contribute to a crime or tort;
- contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
- contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities laws or disclosure of any other party’s trade secrets or confidential information); or
- contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
Should you violate any third party’s intellectual property rights, or should we, in our discretion, have a reasonable belief that you may have violated any third party’s intellectual property rights, we may take any action we deem appropriate.
You represent that you have all right, title, and interest to any User Content you post on the Platform or provide to Eleven, including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You agree to defend and indemnify Eleven from all third party claims to the contrary.
Additional representations made by you:
- If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).
- You represent that you understand the private and proprietary nature of the information in the Platform and agree to safeguard it and keep it confidential. Its text, statistical graphs, data, photos, graphics, audio and/or video material or any portion thereof may not be published, rewritten for broadcast or publication or redistributed in any medium.
- You represent that you shall not act in any manner, or post or upload User Content, that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
- If you give permission to someone to access any User Content, either having directly uploaded it yourself or having had another User upload it on your behalf, you acknowledge that you might be giving them access to confidential information, and you should only give them access to information you are allowed to share; you acknowledge that you remain personally liable to Eleven and its licensors and suppliers for the actions of any such third party.
Links to Third Party Platforms
Eleven cannot and does not guarantee or warrant that files available for downloading through the Platform will be free of infection by software viruses or other harmful computer code, files or programs.
Disclaimers; Limitations of Liability
Any views expressed on the Platform or through the Service are not ours. You acknowledge that any reliance on any opinion, advice, statement, or information available on the Platform or the Service is at your sole risk and we are not responsible for any direct or indirect loss or damages incurred by you relating to your use of the Platform, the Services, the Content and/or any decision you make in reliance on any of the same.
The Platform and the Service contain views, opinions, statements, research, information, data and recommendations of third-party individuals and organizations. We have not independently verified any of the Content and make no representations regarding the accuracy, correctness, or reliability of any advice, opinion, statement, or other information included as Content or displayed, uploaded, or distributed through the Platform or the Service.
We disclaim any and all warranty, including without limitation, as to the quality, accuracy, completeness, availability and validity of any information or Materials on the Platform or the Service and do not warrant that the functions contained on the Platform will be uninterrupted or error-free, or that defects will be corrected.
ELEVEN AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PLATFORM OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE AND RELATED GRAPHICS ARE PROVIDED "AS IS'' WITHOUT WARRANTY OR CONDITION OF ANY KIND. ELEVEN AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PLATFORM AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ELEVEN IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELEVEN AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE PLATFORM, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF ELEVEN OR ANY OF ELEVEN'S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, ELEVEN IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF ELEVEN AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO TEN DOLLARS.
You shall reimburse us and our affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section, provided that we will use commercially reasonable efforts to obtain your written consent prior to making such payments, and such consent shall not be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon our request. We shall have the right to participate in the defense thereof under your direction.
Additional Terms of Service
- If you are a customer of Eleven or an employee, representative or agent of a Eleven customer, your use of the Eleven is subject to further terms as detailed in the governing License Agreement.
- If you have an Investor Account, Manager Account, Fund Administrator Account or Marketplace Account, your use of the Eleven is subject to further terms as detailed in the Product Specific Description and Terms, available at https://platformeleven.io/product-terms.
- Notice: Except as explicitly stated otherwise, any notices to us shall be sent by electronic mail to firstname.lastname@example.org or by certified mail, return receipt requested, to Eleven, 33 Nassau Avenue, 2nd Floor, Brooklyn, NY, 11222, United States. Notice shall be deemed given five (5) days after the date of mailing.
- Submissions: You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
Platform Management: We reserve the right, but not the obligation, to:
- in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any User Content or any portion thereof;
- in our sole discretion and without limitation or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or burdensome to our systems in collaboration with you; and
- otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
- Electronic communications, transactions and signatures: Visiting the Platform, sending us emails and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. You are advised to ensure that platformeleven.io is designated on your system as a safe sender, to avoid any confusion.
Last Revised: July 1, 2021
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