Legal

Terms of Use - Eleven

Please carefully read this Terms of Use Agreement (the “Agreement”) before you use the Eleven website (“Website”).

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “User”) and HFIN One LLC (“Eleven”, "Company", “we”, “us”, or “our”), concerning your access to and use of the the Website on this Platform as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”). You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Revised and / or supplemental terms and conditions may be posted on the Platform from time to time and those updates are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Platform after the date such revised Terms of Use are posted.

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 HFIN One LLC, 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”).

Website Operation

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 (Basic and Pro); a Fund Administrator Account; and a Marketplace Account (each one separately is an "Account", and collectively, "Accounts").

Users

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.

All Users certify that the information provided about themselves on the Platform’s registration form is true, accurate and complete (such information being the "Application Information"); moreover they consent to Eleven’s use of any such data in furtherance of this Agreement. You further agree that you will update us if any of the information you provide becomes inaccurate or incomplete. Application Information and certain other information about you are subject to our Privacy Policy.

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.

Acceptable Use

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:

User Content

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 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:

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.

Intellectual Property

Unless otherwise expressly stated, the Platform and the Service is our proprietary property. All source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (excluding any User Content) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright, trade secret and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Representations

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.

You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted User Content is true and your own work or work you are authorized to submit, and that the posted User Content does not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the User Content you supply does not violate these Terms of Use.

Any use of the Platform in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Platform.

By using the Platform, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Platform for any illegal or unauthorized purpose; and (5) your use of the Platform shall comply with any and all applicable laws, rules and regulations of any governmental authority.

Additional representations made by you:

Links to Third Party Platforms

Links on the Platform to third party web Platforms or information are provided solely as a convenience to you. If you use these links, you will leave the Platform. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Eleven of the third party, the third-party web Platform, or the information there. Eleven is not responsible for the availability of any such web Platforms. Eleven is not responsible or liable for any such web Platforms or the content thereon. If you use the links to the web Platforms of Eleven affiliates or service providers, you will leave the Platform and will be subject to the terms of use and privacy policy applicable to those web Platforms.

Downloading

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.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your misuse of the Platform (use outside the scope of the License granted); (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any negligent or intentionally harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

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.

Privacy

Your use of the Platform is subject to Eleven's Privacy Policy, available at https://platformeleven.io/privacy

Additional Terms of Service

Last Revised: July 1, 2021

Copyright 2021 Eleven. All rights reserved.