Acceptance of the Terms and Conditions
1.1. Impresa Management LLC and Unfold Ventures (collectively referred to as the “Company,” “we,” “us” or “our”) provide and make available this web site (the “Web Site”). All use of the Web Site is subject to the terms and conditions contained in this Terms of Use Agreement (the “Agreement”). Please read this Agreement carefully. By accessing, browsing or otherwise using the Web Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Web Site.
1.2. You understand and agree that we may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Web Site. The revised terms and conditions will become effective at the time of posting. Any use of the Web Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Web Site.
1.3. Your access to and use of the Web Site is also subject to the Company’s Privacy Policy, the terms and conditions of which are hereby incorporated herein by reference.
Use of the Web Site
2.1. This Web Site contains material, including but not limited to software, text, graphics, and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Web Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
2.2. The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Web Site are registered and unregistered trademarks or service marks of the Company or affiliated entities. Other company, product, and service names located on the Web Site may be trademarks or service marks owned by third parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Web Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Web Site without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without the Company’s prior written consent. All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.
2.3. You agree not to: (a) make any commercial use of the Web Site or the Content, (b) make copies of the Web Site or the Content, including, by way of example and without limitation, using bots, robots or spiders that “harvest” the Web Site (c) take any action that imposes an unreasonable load on the Web Site’s infrastructure, (d) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site or restrict or inhibit others from using the Web Site, (e) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, (f) delete or alter any material posted on the Web Site by the Company or any other person or entity, or (g) post, frame or link to any of the Content, materials or information available on the Web Site or remove or obscure copyright or other notices or legends therefrom.
2.4. Certain elements of the Web Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of this Agreement. None of the Content for this Web Site may be retransmitted without the express written consent from the Company for each and every instance.
2.5. We may make improvements and/or changes to this Web Site at any time. Although we attempt to periodically update information on this Web Site, the information, materials, and services provided on or through this Web Site may occasionally be inaccurate, incomplete or out of date. We do not have a duty to update information contained in this Web Site, and we will not be liable for any failure to update such information. We make no representation as to the completeness, accuracy or currentness of any information on this Web Site, and we undertake no obligation to update or revise the information contained on this Web Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in this Web Site before relying upon it.
2.6. You agree that when using this Web Site, you will not violate or facilitate any violation of any applicable local, state, federal or international law, rule or regulation, including, without limitation, regulations or rules of any securities exchange. Fraudulent conduct may be reported to law enforcement, and the Company will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
The Company has the right, but not the obligation, to monitor use of the Web Site, and may at any time suspend, revoke, or terminate your right to use it. We may report any activity relating to this Web Site to regulators, law enforcement officials, or other persons or entities that we deem appropriate. The Company may investigate any complaint or reported violation of this Agreement and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service and denying access and/or removal of materials from the Web Site.
The Company reserves the right to remove anything that violates this Agreement or is otherwise objectionable and to report to appropriate law enforcement officials, regulators or other third parties any activity that it suspects violates any law or regulation. In order to cooperate with governmental requests, to protect the Company’s systems or to ensure the integrity and operation of Company’s business, the Company may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, Internet Protocol addressing and traffic information, usage history and posted content.
2.7. The Web Site contains links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement, representation or warranty by us of the External Sites or the content, products or services contained or accessible through such External Sites or their operators. The content of such External Sites is developed and provided by others. The Company does not review or monitor any External Sites linked from or to the Web Site and is not responsible for the content of any External Sites and any Content on the Web Site that is produced by users, publishers, and other third parties not controlled by the Company. You acknowledge that such content is the sole responsibility of the third-party person or organization that created it and we assume no responsibility for any third-party content or information. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Although the Company reserves the right to review all Content that appears on the Web Site and to remove any Content at our discretion, we do not necessarily review all or any of it.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk and the Company makes no warranties, express, statutory, or implied, with respect to such third party content or information. This Agreement does not govern your use of any site or service other than the Web Site. You should review applicable terms and policies of any External Sites or any other linked third party content or information. THE COMPANY DISCLAIMS RESPONSIBILITY FOR THE PRIVACY POLICIES AND CUSTOMER INFORMATION PRACTICES OF EXTERNAL SITES.
To the maximum extent permitted by applicable law, we will not be liable for any content submitted, posted, linked to, shared or otherwise made available via the Web Site, including, but not limited to, any inaccuracies, errors or omissions in any content, any intellectual property infringement with relation to the linked content, or any loss or damage of any kind incurred as a result of the use of any content linked in or otherwise made available via the Web Site. If you link other web sites to the Web Site, you may not imply or suggest that the Company has endorsed or is affiliated with such web sites, and you may not display the Web Site as “framed” within another web site. We reserve the right to terminate any link or linking program at any time. Similarly, links or copies of third party articles regarding the Company, its affiliates or its portfolio companies have generally been prepared without the input of the Company and are provided for convenience purposes only. By inclusion on the Web Site, the Company does not represent or warrant the accuracy of such information or take responsibility for its content.
Limitation of Liability and Disclaimer of Warranties
3.1. THE COMPANY, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, TRUSTEES, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.
THE COMPANY PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE UNINTERRUPTED OR ERROR‑FREE OR THAT THE WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. THE COMPANY PARTIES DO NOT WARRANT THAT ANY SUCH DEFEFECTS WILL BE CORRECTED. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED OR ANY GUARANTY OR ASSURANCE THE WEB SITE WILL BE AVAILABLE FOR USE OR THAT THE WEB SITE OR CONTENT WILL BE AVAILABLE OR PERFORM AS DESCRIBED. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON‑INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
3.2. IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES OR INJURY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE,THE CONTENT OR MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE WEB SITE (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, LINE FAILURE, OR OTHER COMPUTER MALFUNCTION, LOST DATA OR BUSINESS INTERRUPTION), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.3. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions, losses, expenses, damages, costs, liabilities or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Web Site. The Company shall provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter.
Termination of the Agreement
5.1. The Company reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Web Site or the Content at any time and for any reason without prior notice or liability. The Company reserves the right to change, suspend, or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability.
5.2. Sections 2 (Use of the Web Site), 3 (Limitation of Liability and Disclaimer of Warranty), 4 (Indemnification), 5 (Termination of the Agreement), 8 (No Offer or Advice), 9 (Past Performance), 10 (Forward-Looking Statements), and 11 (Miscellaneous) shall survive the termination of this Agreement.
User Must Comply with Applicable Laws
6.1. This Web Site is based in the United States. We make no claims, concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
6.2. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
U.S. Government Restricted Rights
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Web Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Site and Content.
No Offer or Advice
You acknowledge that the Content (a) is provided for general, informational purposes only; (b) does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, financial instruments, investments or other services; and (c) may not be used or relied upon in connection with any offer or sale of any such securities, financial instruments, investments or other services. An offer or solicitation will be made only through a final private placement memorandum, subscription agreement and other related documents with respect to a particular investment opportunity, and will be subject to the terms and conditions contained in such documents, including the qualifications necessary to become an investor. Dated Content speaks only as of the date indicated.
The Company is not utilizing the Web Site to provide investment or other advice or strategies, and nothing on the Web Site is to be deemed a recommendation that you buy, sell or hold any security or other investment, or that you pursue any investment style or strategy. The investments and strategies discussed hereon may not be suitable for all investors, and are not obligations of or guaranteed by the Company. Nothing contained on the Web Site constitutes investment, accounting, tax or legal advice. If you would like such advice, you should consult with your own advisors with respect to your individual circumstances and needs. Decisions based on use of the Web Site are the sole responsibility of the user, and you agree that Company Parties are not liable for any action you take or decision you make in reliance thereon.
The Company provides investment advice only in those states and countries where it is registered or where it is exempt from such registration.
Past Performance
Any comments expressed on this Web Site or in the Content are an indication of past performance. Investments described or referred to on the Web Site are included solely as examples of the Company’s investments and are for illustrative purposes only. Such investments are not representative of all of our investments and are not to be considered a complete list of all investments made by the Company. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS, and no representation is being made that any investment or transaction will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.
Forward-Looking Statements
The Web Site contains forward-looking statements, which reflect our current views with respect to, among other things, the operations and performance of our businesses. You can identify these forward-looking statements by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate” or the negative version of these words or other comparable words. Forward-looking statements are subject to various risks and uncertainties, speak only as of the date on which they are made and are subject to change. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Forward-looking statements are not guarantees of the underlying expected actions or future performance and future results may differ significantly from those anticipated by the forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Miscellaneous
This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the Commonwealth of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. If any invalid provision would be valid if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you. The Company is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
