Terms of Use
The website located at www.citrineangels.com (the “Site”) is a copyrighted work belonging to Citrine Angels LLC, a Maryland limited liability company (collectively with its affiliates, managers, members, advisors, partners, related parties, officers, employees, consultants, representatives, successors and assigns, and their respective affiliates and related parties, the “Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms."
THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE. THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 10.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. What We Do. The Company is a private membership group that provides early-stage investment opportunities and education to female investors in the Washington, D.C. metro area. Users of the Website may (a) apply for an opportunity to showcase their company to our membership base as an “Entrepreneur,” (b) register as an “Investor” who is looking to invest in early-stage opportunities owned or led by women, or access our investor education programs or materials, and/or (c) view content made available to the general public through the Site.
Entrepreneurs. If you are an Entrepreneur, you are welcome to apply for the opportunity to showcase your company to our Investors by completing our online application, which one of our executive committee members will review. Based on the results of our review, we may invite you to a pre-screening meeting to preview your pitch. Entrepreneurs who meet our criteria may be invited to present to Investors at one of our monthly meetings. We cannot guaranty that any Investor will be interested in investing in you or your company. In addition, information about you or your company, including confidential information, may be shared with Investors. We cannot guaranty that Investors who see such information do not distribute that information.
Investors. If you are an Accredited Investor (as defined below) you are welcome to register as an Investor on our Site by providing basic personal information regarding your identity and contact information. Investors have access to pre-screened investment opportunities and our educational programs and materials. We cannot guaranty that any information that we or any user provides you with is true and complete or that any investment is a suitable one for you. You agree to keep any non-public information that you receive from us or through the Site confidential.
We will require all Investors who wish to make investments to self-certify that they are an “Accredited Investor”. We are relying on their representations and do not verify the information contained therein. We are not responsible if any Investor misrepresents their status as an Accredited Investor.
As user herein, an “Accredited Investor” is defined by the SEC in Rule 501 of Regulation D under the Securities Act of 1993 as follows:
1. 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;
2. A natural person who has individual net worth, or with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the person’s primary residence;
3. A director, executive officer or general partner of the company selling the securities;
4. A business in which all the equity owners are accredited investors;
5. A charitable organization, corporation or partnership with assets exceeding $5 million;
6. A bank, insurance company, registered investment company, business development company or small business investment company;
7. An employee benefit plan, within the meaning of Employee Retirement Income Security Act, is 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
8. A trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
General Public. Certain portions of the Site will be visible to users who have not signed up as Entrepreneurs or Investors. Those users, nevertheless, are bound by these Terms.
2. Accounts
2.1 Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 9.
2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2.3 Payment and Billing. Certain of our Services may require the payment of a membership fee (the “Paid Services”). By subscribing to a Paid Service, you are agreeing to pay the amount charged to you by Company for the applicable Paid Service.
We use third-party payment processors (each, a “Payment Processor”) to process your credit card payment linked to the transactions on your Account on the Site (your “Payment Account”) for use of the Paid. The processing of payments will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right, but do not have an obligation, to correct any errors or mistakes that it makes even if it has already requested or received payment.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Payment Account upon demand.
If the amount to be charged to your Payment Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
3. Access to the Site
3.1 License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
3.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
3.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
3.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.
3.5 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3.6 No Investment or Financial Advice. You acknowledge that no information made available through the Site should be construed as investment or financial advice. Company does not provide Site users with investment or other advice, and no information or material available bythe Company or any other user (including Entrepreneurs) to Site users through the Site is to be relied upon for the purpose of making or communicating investment or other decisions. The Company is neither a law firm nor an accounting firm, and no content or communication made available through the Site should be interpreted as legal, accounting, or tax advice. To the extent that past performance information is available through the Site, past performance is not indicative of future results, and no representation is being made that any information provided by an Entrepreneur or her affiliates is true and complete or any investment in any Entrepreneur or her affiliates will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided.
3.7 Not an Offer or Solicitation of an Offer to Buy or Sell Securities; and Not Providing Investment Advice. This Site and the events and programs held by the Company are for informational purposes only. They have not been personalized or tailored to any particular user’s investment objectives or financial situation and the securities, financial instruments, investment products and trading strategies discussed may not be suitable for you. None of the information contained on the Site constitutes an offer to buy or the solicitation of any offer to sell any security or other financial instrument or investment product or to participate in any particular trading strategy. The Company does not invest in companies, nor does it form special purpose vehicles to do so. Offers can only be made where lawful under, and in compliance with, applicable law. The Company does not provide legal, tax, accounting or investment advice, nor does it make any representation regarding the suitability or profitability of any security, financial instrument, investment product or trading strategy. Nothing on the Site should be construed to be a recommendation regarding the investment merits of any company or Entrepreneur identified on the Site, or an endorsement by the Company of any such company or Entrepreneur. The Company does not offer securities or brokerage services. We are not a “broker,” “dealer” or “investment advisor.” PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC SECURITY, INDEX, REPORT, OPINION, ADVICE OR OTHER MATERIALS CONTAINED ON THE SITE.
3.8 Additional Investor Requirements. We anticipate that the Entrepreneurs using the Site and attending our events will be seeking private placement investments, which are contemplated to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. If you are an Investor who wishes to make an investment in an Entrepreneur or her affiliate(s) that you connect with through the Company and/or the Site, you are also bound by the following terms: (a) investment opportunities discussed through the Site and/or events held by Company, if any, are suitable only for Investors who are familiar with and willing to accept the high risk associated with private investments. You confirm that you are an Accredited Investor and you agree to make your own investment decisions based upon your own financial objectives and financial resources, and to obtain independent investment, legal and tax advice before deciding to invest; (b) investment opportunities provided by Entrepreneurs through the Site and/or events held by Company are only available to investors who are Accredited Investors. If you decide to invest in any Entrepreneur, you acknowledge and agree that: (i) you are familiar with and willing to accept the high risk associated with private investments; (ii) securities sold through private placements are not publicly traded and, therefore, are less liquid; (iii) as a result of your investment, you may receive restricted stock that may be subject to holding period requirements;(iv) Entrepreneurs or their affiliates seeking private placement investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace; (v) investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments; (vi) you will retain sole responsibility for negotiating the terms and conditions on which you may invest and comply with all applicable laws, rules or regulations regarding any transactions, including, and without limitation, the determination of whether you are an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a U.S. state or of any foreign government with jurisdiction of you or any other Investor); (vii) you will retain sole responsibility for reviewing and diligencing any Entrepreneur, her affiliates and the investment opportunity, and that you will not rely on the Site, any screeningby us, or any materials or information provided by us, in determining whether or not an investment opportunity is suitable for you; and (viii) you are able to afford to, and understand that there is highly likely that you will, lose your entire investment.
3.9 No Due Diligence. The contents of this Site do not constitute financial, legal, or tax advice. While we pre-screen investment opportunities, we cannot guaranty that such opportunities are suitable for investment or will ultimately be successful or profitable, and Investors are solely responsible for conducting their own legal, accounting, financial, technical and other due diligence review. We are not liable for any loss that you suffer as a result of any due diligence review or lack thereof. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.
4. Online Privacy. The Company does not collect any personally identifiable information about visitors to the publicly available areas of the Site. If you submit an inquiry to info@citrineangels.com, we may collect your email address for purposes of responding only. In the event that you provide the Company with any non-public personal information through the password protected portion of the Site, our privacy policy shall apply. We do not disseminate the non-public personal information of any user to any third parties unless in the furtherance of servicing their accounts or as required by law or regulation as described in our privacy policy.
5. Third-Party Links & Ads; Other Users.
5.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5.2 Other Users. Your interactions with other Site users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
5.3 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads).
6. Indemnification. You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) any dispute or issue between you and any third party, (d) any investment in or business or other relationship with an Entrepreneur or her affiliate(s), or (e) your violation of applicable laws or regulations. Company reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7. Disclaimers
THE SITE AND ALL MATERIALS PROVIDED THROUGH THE SITE OR BY US AREPROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
WE CANNOT AND DO NOT GUARANTY THAT ANY MATERIALS PROVIDED THROUGH THE SITE, BY US OR BY ANY OTHER USER ARE TRUE AND COMPLETE. WE DO NOT GUARANTY ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE SITE OR THE MATERIALS, PROGRAMS OR SERVICES AVAILABLE THROUGH THE SITE OR FROM US AND WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE, THE SERVICES, THE INVESTMENT OPPORTUNITIES OR THE INFORMATION OR OTHER CONTENT PROVIDED ON OR THROUGH THE SITE OR FROM US WILL MEET YOUR REQUIREMENTS OR BE SUITABLE FOR INVESTMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, ARISING FROM OR RELATING TO THESE TERMS, ANY LOSSES YOU SUFFER AS A RESULT OF AN INVESTMENT IN ANY ENTREPRENUER OR HER COMPANY OR OTHERWISE, ANY ERRORS, MISTAKES OR INACCURACIES IN OUR PRESCREENING PROCESS OR IN ANY PROGRAMS OR MATERIALS PROVIDED THROUGH THE SITE OR BY US OR OTHER USERS, ANY DUE DILIGENCE REVIEW OR THE RESULTS THEREOF, OR ANY FAILURE TO DO ANY DUE DILIGENCE REVIEW, OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2, 2.3, 3 through 10.
10.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: info@citrineangels.com. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this Section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than $10,000.00 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is $10,000.00 or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
(m) Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Baltimore, Maryland, for such purpose
10.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
10.4 Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
10.5 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The Section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
10.6 Copyright/Trademark Information. Copyright © 2019 Citrine Angels LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
10.7. Contact Information:
Citrine Angels LLC
Address: 3724 Chestnut Avenue, Baltimore, MD 21211
Telephone: (914) 330-1235
Email: info@citrineangels.com
At Citrine Angels LLC, a Maryland limited liability company (collectively with its affiliates, managers, members, advisors, partners, related parties, officers, employees, consultants, representatives, successors and assigns, and their respective affiliates and related parties, the “Company”, “us”, “our”, and “we”), your privacy is very important to us. Below are (i) our Website Privacy Policy, which explains the Company’s practices pertaining to the collection of information on our public website (the “Site”), and (ii) our General Privacy Policy, which explains how we safeguard the confidential information provided to us by our users. We may make changes to these policies in the future.
WEBSITE PRIVACY POLICY
11. What Information we Collect. This policy applies to information collected from, or which may be submitted to, the Site. Currently, we do not collect any personally identifiable information about visitors to the publicly available areas of our Site, including any visitors’ names, addresses, phone numbers, social security numbers or email addresses. At times, visitors to our Site may choose to email people at the Company using links available on our Site; in such instances, a visitor’s email address may be collected as part of the process of sending the email to us in order to enable us to reply to those emails.
12. What Information We Collect. Our Site uses "cookies" technology, through which small amounts of data are sent to your computer from our web server and stored on your computer’s hard drive. This data anonymously identifies you as a unique user when visiting our Site, and helps us in the ongoing maintenance of our Site. This technology does not provide us with any information about your name, address phone number or email address, or any other personally identifiable information.
13. How We Use Information We May Collect. We do not share any information collected from the publicly available areas of our Site with any parties outside of our company. The Company reserves the right to disclose any such information we do collect when required by a valid subpoena or court order, or as otherwise permitted or required by law. In the event that a visitor submits his or her email address or any other personally identifiable information to us through our Site while requesting information or sending an email to someone at the Company, other than as described above, we do not use such information for any other purpose, and will not disclose such information to any outside party.
14. Other Third Party Websites. Our Site may contain links to websites controlled and maintained by third parties. We do not have any control over the content of these websites, and we assume no liability or responsibility for such sites, the content contained in them, or the manner in which any information collected on such sites is used. This Website Privacy Policy does not govern the use of information collected on third party websites.
General Privacy Policy
The Company is committed to safeguarding the confidential information provided to us by our users who register for an account on the Site (collectively “you”).
You provide us with nonpublic personal information about yourself and we collect nonpublic personal information about you from a variety of sources, including interviews and other conversations between you and our personnel, as well as applications and other documents which you complete.
If you are an Entrepreneur, we may disclose confidential information that you submit through the Site to Investors and if you are a Sponsor, we may disclose information about you and your business and resources to users of the Site. Except as provided in the foregoing sentence or as permitted or required by law, we do not disclose any nonpublic personal information about you to anyone. Examples of disclosures that are permitted by law are disclosures to our accountants, auditors, and lawyers, disclosure to the regulators that examine our business, disclosure to investment funds and their respective managers if requested in connection with an investment, disclosure to transfer agents, brokerage firms and the like, in connection with possible in-kind distributions to our investors, and disclosures that you specifically request. One type of disclosure that we may be required by law to provide to the federal government is information about your identity pursuant to the Patriot Act, including the International Money Laundering Abatement and Financial Anti-Terrorism Act.
We do not provide personal information about you to mailing list vendors or solicitors for any purpose. We restrict access to nonpublic personal information concerning each user that registers for an account to those employees who have a business reason to need to know that information. In addition, we maintain a secure office and computer environment to ensure that your information is not placed at unreasonable risk. Please email us if you have any questions about our privacy policy. We would be happy to discuss our practices.
