Terms and Conditions

Introduction

Welcome to Draper Decentralized (DraperX). We are an invite-only community of entrepreneurs and accredited investors.

Users of the services, websites, and mobile applications offered by DraperX join by an invitation as an “Investor” (required to complete an accredited investor questionnaire) or as an “Entrepreneur” (required to provide accurate and up-to-date information).

Significant regulatory considerations apply to the capital raising process, and this Agreement sets forth terms on which Entrepreneurs interact with Investors through our app.

Entrepreneurs: If you are an Entrepreneur, you are welcome to upload information about your business plan, including information you consider confidential to DraperX iOS and Android mobile applications. We cannot guarantee that Investors who see uploaded information about your business plan do not distribute it. We also cannot guarantee that there will never be a software bug or a hacker attack that allows unauthorized viewing of the material.

Investors: The only people who are authorized to join DraperX with Investor accounts are accredited investors with personal or professional experience assessing the long term business prospects of early stage companies. Investors must understand the risk of investing in early stage companies, including the high likelihood of loss and long period of illiquidity. In addition, if you are using the app as an Investor, you must qualify as an Accredited Investor, as defined in Section Definitions, and be sophisticated enough to protect your own interests. As an Investor, you may invest in one or more companies.

Introducers and Leads: Deal partners introducing startups to DraperX are typically VC Firms or individual investors who are involved in running existing Venture Networks, however any accredited investor, including Family Offices, can introduce a startup. Introducers do not get involved in discussions between the investors and issuers or provide any kind of advice regarding the investment. They are also required to disclose any potential conflicts of interest in relation to companies they introduce. In case if deal partners also invest in companies they introduce, they will turn into Leads. The Leads may define the carried interest and the management fee for SPVs.

Scouts: DraperX hosts scouts on its platform who identify promising investment opportunities and bring them to the attention of Investors. Scouts expressly agree that their sole motivation for participation in the platform is building a reputation and track record of sourcing great investment deals. Scouts are non-accredited investors who are not eligible to invest or participate in any of the deals happening on the platform.

General Users: Certain portions of the Services will be visible to users who have not signed up as either Entrepreneurs or Investors. Those users, nevertheless, are bound by this agreement.

By using DraperX, including by simply viewing content on the Site/App, you are agreeing that you, and each person you allow to access DraperX through your account, will abide by the terms of this Terms and Conditions (“Agreement”), which is set forth below. This Agreement is between you and Draper Walled Garden, Inc (“we,” “DWG” or the “Company”), and it governs your access to and use of the services, websites (the “Site”), and applications (the “App”) offered by DWG (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.

Capitalized terms used herein are defined in Section “Definitions” of this Agreement.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND DWG THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION ”ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION [(INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION)].

General Securities Principles

Federal securities law requires securities sold in the United States to be registered with the Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption. Generally, startup ventures use “private placement” exemptions, which allow them to raise capital without complying with the costly and time-consuming registration process. One of the requirements of the private placement exemption is that neither the company which is offering its securities nor any person acting on behalf of such issuer may offer or sell the securities by any form of “general solicitation”, except where, as provided under Rule 506(c) of Regulation D, the issuer has taken reasonable steps to verify that all of the investors in the offering are Accredited Investors. Furthermore, countries all have their own regulations governing securities transactions that must be observed. You must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site/App.

User Obligations

To Act Responsibly. You are promising to act responsibly – which means:

You are making the following Promises:

Requirements to Use the Services.

That you have the right, authority, and capacity to enter into this Agreement on your own behalf and/or on behalf of any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in DraperX violates provisions of the law to which you are subject, you will cease using the Services and close your account;
That you are at least 21 years old;
That you shall not use a false or deceptive name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;
That you shall be solely responsible for maintaining the confidentiality of your password;
That you will update your registration information with the Company as needed so that it remains true, correct and complete; and
That you will professionally conduct yourself in all your interactions with DraperX and with any other DraperX user.

Requirements related to Content on DraperX

That you will only provide DraperX with Content that you have a right to provide to DraperX and to allow DraperX display through the Services,
That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display, publication or use by DraperX.
That you understand that any other Content you find on or through DraperX is the sole responsibility of the person who originated such Content;
That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that DraperX will not be responsible or liable for any use of your Content by DraperX in accordance with this Agreement;
That you are not relying on DraperX to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services;
That you understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate and that you have no claim against DWG for any such material; and
That you understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against DWG for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services.

Requirements related to Investments.

That you will only invest in a product offered through the Site/Application after carefully reviewing and assessing the terms of the investment, as well as any information provided through the Site/Application;
That you will use your own judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money;
That you will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether an investor is an Accredited Investor and whether an investment complies with the terms of local law (whether the law of a U.S. state or of any foreign government with jurisdiction over you or any investor);
That you will obtain such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice (i.e., get a good startup attorney); and
That you are aware of the risks of making investments in companies listed on the Site/App.

You are promising not to:

Violate the Community Rules of DraperX, as defined in Section “Definitions”;
Expect DraperX to evaluate, confirm or otherwise stand behind any user’s statements or recommend any investment;
Treat any Content, email or other information you receive as a result of your access to the Services as a recommendation or representation of any kind by DWG, an affiliate of DWG or any employee, officer, director, representative or another agent of the foregoing (each a “Company Person”) on which you should rely unless such information has been expressly identified as created by a Company Person;
Claim any ownership or other proprietary right in any material, software or other intellectual property displayed on, published by or otherwise available through DraperX, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on DraperX;
Copy or distribute Content except as specifically allowed in this Agreement;
Use any Content, or other information acquired from Company Persons, Investors or Entrepreneurs, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company;
Use DraperX to market services, particularly investment advisory services that might cause DWG to have to register as a broker dealer or investment adviser with the SEC, or to be treated as an underwriter; or
Market competing services to people you’ve identified through DraperX.

Indemnify DWG and Related Parties. You are promising to hold the Company harmless against any damage that may happen to us as a result of your use of DraperX.

Indemnity. You agree to indemnify and hold the Company and any Company Person harmless from any liabilities, losses, damages, costs and expenses arising from or related to any claim or demand made by any third party due to or arising out of your access to or use of the Services, the violation of this Agreement by you, the infringement or misappropriation by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Services by you.
Release. You hereby release any claims you may have against DWG and any Company Person that are in any way related to the Services or your use of Content, including any representations, recommendations or referrals you may receive as a result of your registration with DraperX. You are solely responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners.
DWG Employees and Affiliates. You understand that Company Persons may participate in the Services as Entrepreneurs or Investors, and that DWG is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

Confidentiality. By registering with DraperX, or otherwise using the Services or viewing content made available through DraperX in any way, you may have an opportunity to see confidential information. It is expected that you will use discretion in determining what you do with that information. You agree, however, that you will not republish any information you acquire through the Services.

Other User Obligations

You promise to comply with the terms of the license set forth in Section “Company Services and License” of this Agreement.
You are licensing to us the right to publish all Content you upload to DraperX. Your Content will be viewable by other users of the Services and through third party services and websites. You should only provide Content that you are comfortable sharing with others.
You acknowledge that you do not rely on the Company to monitor or edit the Services (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with the Company) and that the Services may contain Content which you find offensive or which is untrue or misleading and you hereby waive any objections and claims you might have with respect to viewing such content.
You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Services (collectively, “Updates”). The Company, however, may occasionally provide automatic Updates to the Services at its sole discretion (and without any advance notification to you). Any such Updates for the Services shall become part of the Services and subject to this Agreement.

Privacy and Protection of Personal Information

Privacy Policy. DWG values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Services. The Privacy Policy explains how DWG treats your personal information and protects your privacy when you access DraperX and use the Services.

Amendments to the Privacy Policy. We may amend the Privacy Policy at any time in our sole discretion, effective upon posting the amended Privacy Policy at the domain of draperx.vc where the prior version of the Privacy Policy was posted, or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Privacy Policy is published will constitute consent to such amendments to the extent they do not have retroactive applicability.

Company Services and License

License to Use the Service. All right, title, and interest in and to the Services (excluding Content provided by users) is and will remain the exclusive property of DraperX. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the DraperX name or any of the DWG trademarks, logos, domain names or other distinctive brand features. Subject to your acceptance and the terms of this Agreement, DWG grants to you a non-assignable, non-exclusive, non-transferable, non-sublicensable, revocable limited license to use the Services and related software, provided that you:

do not use the license to engage in any commercial activity;
do not modify the Content, except as described below;
attribute DraperX with a human and machine-followable link (an anchor tag) linking back to the page displaying the original source of the Content on DraperX;
make a reasonable effort to update a particular piece of Content to the latest version on DraperX; and
make a reasonable attempt to delete Content that has been deleted on DraperX.

No Claim to Any Rights in Your Information. We are promising not to claim any ownership interest in the Content provided by you to us solely because you have provided it, although we will claim a license sufficient to display such items through DraperX in connection with our Services.

“Accredited Investor Questionnaire”. We will require Investors who join the Site/App to fill in an Accredited Investor Questionnaire. We have designed the questionnaire to make those Investors think about whether they really are sophisticated.

We make an effort to ensure that all Investors on the Site/App are well aware that the Services are only for sophisticated Investors. Thus, we assume that all new Investors invited by the Investors using the Site/App are considered to be sophisticated by those who invite them.

Reservation of the Company's Rights

Right to Control Content. DWG may, but is not required to, monitor or control the Content posted via the Services. Our failure to exercise this right does not give you any right to make a claim against DWG. Any Content that has been uploaded through the Services may be deleted at any time without notice to you.

Right to Discontinue the Services. DWG reserves the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.

Right to Terminate User Access. DWG reserves the right to terminate your access to the Services without notice and, if you violate this Agreement, to pursue other remedies at law or in equity. We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.

Right to Refuse or Cancel Registration. The Company has the right to refuse registration of or cancel your user account in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Services and to terminate users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information (including Content) as we reasonably believe is necessary to:

satisfy any applicable law, regulation, legal process or governmental request;
enforce this Agreement (including investigation of potential violations hereof);
detect, prevent or otherwise address fraud, security or technical issues;
respond to user support requests; or
protect the rights, property or safety of DraperX, its users and the public.

User Acknowledgement. Without limiting the generality of the foregoing, you specifically acknowledge that the Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.

Limits on the Company's Obligations

Verifying Due Diligence. We are not responsible for doing diligence on the Entrepreneurs and Investors you meet through DraperX or verifying any representations, materials or other information provided by Entrepreneurs, Investors or other users to you.

Verifying Accredited Investor Status. We are not responsible for verifying that any Investor is accredited or otherwise authorized under the securities laws of the United States, or the laws of any state or other jurisdiction, including foreign jurisdictions.

No Recommendations. We do not recommend any startups for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on the Site/App or in our emails. In particular, we do not act as an investment adviser to any Investor(s) and no part of the Site/App is intended to constitute investment advice.

Intellectual Property Rights. The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.

No Endorsement of Content. The Company does not control or endorse the Content, messages or information found in the Services or external websites that may be linked to or from DraperX and, therefore, the Company specifically disclaims any responsibility with regard thereto.

No Obligation to Display Content. The Company has no obligation to accept, display, review, verify, monitor or maintain any Content submitted by users. We have the right to delete Content from the Services without notice for any reason at any time. The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content without notice to you and without liability.

Verifying Advertisement Accuracy. The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s Content.

Copyright Policy

DraperX respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

If you believe that your copyrighted work has been copied without your authorization and is available on or in the Services in a way that may constitute copyright infringement, or if you believe that any material on the Services violates this Agreement or your intellectual property rights, please notify the Company as soon as possible by sending an email to legal@draperx.vc.

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, DraperX will also terminate a user’s account if the user is determined to be a repeat infringer.

Term and Termination

Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Services. Subject to the last sentence of this Section VIII, you may terminate this Agreement at any time by deleting all Content you have provided to DraperX and ceasing to use the Services. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of any intellectual property owned by the Company or any other user of the Services that you acquired via use of the Services. Your representations in this Agreement and the provisions of Section II (User Obligations), Section XI (Arbitration) and any other provision of this Agreement which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.

Disclaimers; Limitations; Waivers of Liability

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF SERVICE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, BUG-FREE OR ERROR-FREE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Services, any Content or third party applications, software or content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline.
We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon or any content you receive as a result of your relationship with DraperX. DWG will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any Content. You also agree that DWG has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from DraperX or through the Services, will create any warranty not expressly made herein.
UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
To the extent any provision(s) relating to arbitration, disclaimer, waiver of liability or any other rights and obligations set forth herein is not permissible or enforceable under foreign laws as applied to users from such foreign jurisdictions, each such provision shall be deemed removed and invalid, but all remaining provisions shall be in full force and effect.

Disputes with Others

We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other users of the Services. If you have a dispute with other users, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.

Arbitration

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (or the breach, termination, enforcement, interpretation or validity thereof) (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to 55 E 3rd Ave, San Mateo, CA 94401, ATTENTION: LEGAL DEPARTMENT. The Company will send its notice to your address as set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by you in connection with your use of the Services.

Binding Arbitration at Option of Either Party. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by confidential binding arbitration, and not in a class, representative or consolidated action or proceeding. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to Section “Disclaimers; Limitations, Waivers of Liability” of this Agreement, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.

Restrictions/No Class Actions. You and the Company agree that any claim brought in connection with a Dispute, whether resolved through arbitration or not, will be brought between the Company and you individually, and that you may not assert any such claim against Company as plaintiff or class member in any purported class or representative proceeding. To the fullest extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute between you and the Company is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a purported representative capacity on behalf of the general public, other users of the Services or any other persons. If this specific provision is determined to be unenforceable, then the entirety of Section “Arbitration” will be null and void.

Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; and (2) any claim for injunctive relief.

Effect of Changes on Arbitration. Notwithstanding the provisions of Section “Amendments to this Agreement” below, if Company changes any of the terms of tSection “Arbitration” after the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement), you may reject any such change by sending us written notice (including by electronic mail to legal@draperx.vc) within 30 days of the date such change became effective, as indicated in the “Last Updated” date below or in the date of Company’s email to you notifying you of such change (whichever is earlier. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the terms of Section “Arbitration” as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement).

Miscellaneous

Availability of Services. The Company operates and controls the Services from its offices in the United States and other countries. The information provided on or through the Services 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 the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services 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.

Amendments to this Agreement. We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Terms and Conditions at the domain of draperx.vc where the prior version of this Agreement was posted or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.

Venue and Governing Law. This Agreement and all aspects of the Services shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law’s provisions) regardless of your location except that Section “Arbitration” of this Agreement shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in San Francisco County, California, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by the relevant party to the Company in connection with its use of the Services. With respect to any Disputes not subject to informal dispute resolution or arbitration (as set forth above), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in San Francisco County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in San Francisco County, California. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this section shall remain in full force.

No Third Party Beneficiaries. This Agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the Services.

Definitions

"Accredited Investor": “Accredited Investor” is defined by the SEC in Rule 501 of Regulation D under the Securities Act of 1933 as follows:

a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the person’s primary residence;
a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for Accredited Investor status, namely, Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65) or Licensed Private Securities Offerings Representative (Series 82);
a director, executive officer or general partner of the company selling the securities;
a business in which all the equity owners are accredited investors;
a charitable organization, corporation or partnership with assets exceeding $5 million;
a bank, insurance company, registered investment company, business development company or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

With respect to persons accessing the Services from outside of the United States, references to “Accredited Investor” status shall include all relevant investor sophistication standard(s) applicable to persons in each such jurisdiction seeking to make private venture investments of such nature as enabled by the Site/App.

"Community Rules": Participants in the DraperX community will not, in connection with the Services:

defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap;
use any profane, obscene, pornographic or otherwise objectionable content or language;
promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;
violate the personal, privacy, contractual, intellectual property or other rights of any person;
reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
violate this Agreement or any local, state, federal or non-U.S. law, rule or regulation;
trick, defraud, deceive or mislead the Company or other users, such as by submitting false reports of abuse or misconduct to the Company’s support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;
interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
disparage, tarnish or otherwise harm, in the Company’s opinion, the Company and/or the Services;
upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services;
remove, obscure or change any notice, banner, advertisement or other branding on the Services;
submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company; or
sell access to the Services or any part thereof other than through a mechanism approved by the Company.

"Content" means any information, text, graphics or other materials uploaded, downloaded or otherwise appearing on the Services. You retain ownership of all Content you submit, post, display or otherwise make available on the Services.

The Services are operated and provided by Draper Walled Garden, Inc., 55 E 3rd Ave, San Mateo, CA 94401. If you have questions about this Agreement, please contact us.

Last updated: January 5, 2022 · DraperX is a trademark of Draper Walled Garden, Inc.