Xelerate, LLC Terms and Conditions of Use

Last updated: June 2, 2020

These Terms and Conditions of Use (these “Terms”) form an agreement between Xelerate, LLC (“Xelerate”, “we”, “us”, and “our”) and you (“you” and “your”). These Terms govern your access and use of this website (the “Site” or the “Website”). Please review these Terms carefully. By accessing and using the Site, you agree to be bound by these Terms and signify your agreement with and understanding of the Terms without modification. We may update these Terms from time to time in our discretion, but we will always keep the latest version of these Terms posted on the Site. By using the Site after a new version of these Terms has been posted, you agree to the terms and conditions of such version of these Terms.

No Offer of Securities – Disclosure of Interests

None of the information or materials contained on or accessible through this Website, including any information or materials accessible in any password protected areas, should be construed as providing any type of investment or other advice to you, nor should you consider such information or materials as a solicitation, recommendation, endorsement or offer to you to purchase or sell any securities or other instruments of Xelerate or any other issuer. If you wish to obtain further details about any information contained on this Website, we suggest that you contact the Xelerate team at info@xeleratellc.com.

Your Right to Use this Website; Content and Ownership

“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Site. All Content is owned by us or our third-party licensors. Nothing contained on the Site should be construed as granting any license or right to use any of the Content without our written permission. Subject to your continued compliance with these Terms, we hereby grant you a personal, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Site and Content for your personal, non-commercial use.

You may not distribute, exchange, modify, sell, re-post or transmit anything you copy from this Website, including but not limited to any text, images, audio and video, for any business, commercial or public purpose.

You agree not to interrupt or attempt to interrupt the operation of this Website in any way. This Website is operated by, or on behalf of, Xelerate. Not all products and services (if any) listed on this Website are available in all jurisdictions. To the extent that access, distribution and/or use of this Website would be deemed illegal by applicable law in any regulatory jurisdiction then such access, distribution and/or use by you is prohibited.

Responsibility for User’s Material

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

Transmitted Material

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

If you create an account through the Site, you are responsible for maintaining the secrecy of your passwords, login and account information. You must not share your password, login and account information with any third-party. You will be responsible for all use of the Site by anyone using your password and login information, whether or not authorized by you. You are responsible for ensuring all account information remains accurate and up-to-date.

Restrictions

You will not: (i) remove any trademark or copyright notices contained in the Site or Content; (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Site or Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Site or Content; (iv) disassemble, decompile, reverse engineer or otherwise reduce the Site or Content to a human perceivable form; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Site or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Site or any other systems; (vii) violate any applicable local, state, national or international law; (viii) post or transmit any Content that is unlawful, defamatory, abusive, harassing, threatening, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy rights of any person; (ix) send unsolicited advertisements through the Site; (x) use the Site in a way that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; or (xi) provide any false or misleading information or any information that you do not have the right to provide. Actual or attempted unauthorized use of this Site may result in criminal and/or civil prosecution. We reserve the right to view, monitor, and record activity on the Site without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by appropriate governmental, regulatory and law enforcement organizations in connection with applicable law.

You agree that you will not use the Site or Content for any purpose that is unlawful or prohibited by applicable law and you will comply with any applicable local, state, national, or international laws or regulations in your use of the Site. You may not create a third-party link to this Site without prior written consent from Xelerate.

Third Parties

The Site may contain links to websites owned or operated by third parties. We provide such links for your reference and convenience only, and we do not control or endorse such websites and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites or provided by third parties. Any views expressed by any third parties are the views of the applicable author and do not necessarily align with our views. We have no control over, and are not responsible for, your interactions with any third parties. Any transactions agreed upon between you and such third parties are agreements between you and the applicable third party, and we are not party to any such transactions or agreements unless otherwise expressly stated. You are solely responsible for your interactions with any third parties. Links from this Website to any other website do not mean that Xelerate approves of, endorses or recommends that website. Xelerate disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other website. We are not responsible for the privacy practices or the operation, security or policies of any other website that is linked or linking to the Site, and we shall have no liability to you or any other person or entity for the use of, or inability to use, any third-party websites. Your use of such third-party websites is at your own risk based upon such due diligence as you have determined is appropriate.

Confidential Information

Except as may otherwise be provided for in our Online Privacy Policy (which may be accessed here https://xeleratellc.com/privacy-policy, any material, information or other communication you transmit or post to this Website, including any data, questions, comments, suggestions, or the like is and will be treated as, non-confidential and non-proprietary (“Communications”). You authorize Xelerate to use the Communications in any manner consistent with Xelerate’ Online Privacy Policy as amended from time to time.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

XELERATE IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RELATED TO THE USE OF THIS WEBSITE. YOUR USE OF THE SITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THIS WEBSITE) IS AT YOUR SOLE RISK AND THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE SITE AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR ANY INJURY OR DAMAGE TO ANY COMPUTER RESULTING FROM ACCESS TO THE SITE, OR FOR ANY ISSUES ARISING FROM THE CORRUPTION OR UNAVAILABILITY OF ANY NETWORK. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT THE SERVER THAT MAKES THIS WEBSITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM OR OTHERWISE USE THE WEBSITEUNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE SITE OR OTHER THIRD PARTIES. SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR LOSSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE (INCLUDING ANY ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF THIS WEBSITE, EVEN IF WE OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING $100 USD.

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

Indemnity

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

Termination

We reserve the right to modify or discontinue the Site (or any part thereof) without notice. Your right to use the Site and Content will automatically terminate if you breach these Terms. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) shall so survive.

General

If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms shall not be affected thereby and shall remain in force and effect. These Terms are governed by and will be construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof, and the parties agree to the exclusive jurisdiction of the state and federal courts in Manhattan, New York in resolving any disputes arising in connection with these Terms or the Sites or Content. These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party’s failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any cause of action you may have with respect to your use of this Website must be commenced within one (1) year after the claim or cause of action arises.

Updates to Terms

We may add to, change or remove any part of these Terms at any time without notice. Any changes to these Terms or any terms posted on this Website apply as soon as they are posted. By continuing to use this Website after any changes are posted, you are indicating your acceptance of those changes. Xelerate may add, change, discontinue, remove or suspend any other content posted on this Website, at any time, without notice and without liability.

Contact

If you have any questions or comments regarding these Terms, please contact us at +1 (484) 685-4570.