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Terms of Use

 

Umergence Terms of Use

Umergence Holdings LLC, together with its affiliates, including Umergence LLC and Umergence Marketplace LLC (“Umergence”, “we”, “us”, “our”) provides this website (Umergence.com) to you (“User”, “you”, or “your”) under the following terms and conditions (this “Agreement”, or “Terms of Use”).  Umergence provides tools, technology and information to help cultivate and validate ideas, fund and manage projects, capitalize businesses and organizations, and connect freelancers with clients (collectively, the “Service”, “Services”).  Umergence Marketplace LLC provides tools, technology and information to help Users cultivate and validate ideas, and raise capital through rewards-based, non-securities related crowdfunding.  Umergence Marketplace also provides tools, technology and information to help Users provide services for hire and manage projects.  Umergence LLC, a registered broker dealer, provides tools, technology and information to help Users raise capital for their businesses or organizations through the issuance of securities.  By using our website (the “Site”) or submitting any information to us, you consent to and agree to be bound by these Terms of Use and our Privacy Policy. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published or updated by us from time to time on the Site without notice to you. Your use of the Site is governed by the version of this Agreement in effect on the date of use.  As used in this Agreement, the terms "you" and "your" mean each individual or entity that accesses, browses or uses the Site and/or the Services in any manner. If you are accessing the Site and/or using the Services on behalf of an entity, you represent and warrant to Umergence that you have the authority to bind the entity you represent to this Agreement. Your agreement to this Agreement will be treated as the agreement of the entity you represent.  IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT, OR IF YOU ARE NOT ELIGIBLE, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE SERVICES.  BY ENTERING AND INTERACTING WITH THIS SITE YOU, IN BOTH YOUR INDIVIDUAL CAPACITY AND AS A REPRESENTATIVE OF YOUR COMPANY OR ORGANIZATION, ACKNOWLEDGE AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT.  BY ENTERING AND INTERACTING WITH THIS SITE YOU HEREBY AFFIRM AND WARRANT THAT YOU ARE AT LEAST THE MINIMUM AGE REQUIRED IN YOUR JURISDICTION TO ENTER INTO THIS AGREEMENT AND IF THE MINIMUM AGE REQUIRED IN YOUR JURISDICTION TO ENTER INTO THIS AGREEMENT IS GREATER, THAT YOU ARE AT LEAST THAT AGE. USE OF THIS SITE OR ITS FEATURES WHERE PROHIBITED BY LAW IS STRICTLY PROHIBITED.

This Agreement sets forth the understanding between the parties and governs your use of the Service, including any and all communications you have with others, and any and all Content (“Content”, meaning, without limitation all information, writings, images, text, photos, video, art, selections of multiple-choice boxes, lists, content, media and materials, all software, code, design, text, scripts, messages, images, photographs, illustrations, audio, video, media files, artwork, graphic material, articles, databases, proprietary information, writings, spoken statements, music, audio-visual works and recordings, slides, portraits, works of authorship, animated and/or motion pictures, interactive features, caricatures, likenesses, profiles, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and all copyrightable or otherwise legally protectable items including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world) anyone publishes (hereinafter “publish” or “post”) or views on the Service, including that which is posted to the Service and made available from third party service providers.

 

  1. Account Registration; Profile

By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and the public.  A Freelancer (“Freelancer”) is considered any User who lists services for hire on the Site.  A Client (“Client”) is considered any User who enters into a Service Contract with a Freelancer.  If you are a Freelancer, you represent and warrant that you use your profile to market your business to others for the purpose of entering into independent contractor relationships with other Users.  You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness.  You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading.

           

  1. Identity Verification

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Umergence, if it is a separate legal entity.  You authorize Umergence, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law.  When requested, you must provide us with information about you or your business.

  1. Offensive content

THIS SITE AND/OR OUR SERVICE MAY CONTAIN CONTENT AND MATERIAL WHICH YOU FIND OFFENSIVE, INCLUDING BUT NOT LIMITED TO PICTURES, IMAGES, VIDEO, AUDIO, AND WRITINGS RELATED TO COMMERCIAL, POLITICAL, ECONOMIC, RELIGIOUS, SOCIAL, AND OTHER THINGS WHICH, WHILE NOT ILLEGAL, ARE CONSIDERED FREE SPEECH AND THUS MAY PRESENT YOU WITH THINGS WHICH YOU PERSONALLY DEEM OFFENSIVE OR OTHERWISE UNDESIRABLE OR OBJECTIONABLE. BY ACCESSING THE SITE, YOU AGREE AND WARRANT TO UMERGENCE THAT YOU WISH TO POTENTIALLY SEE AND/OR HEAR SUCH MATERIAL. YOU AGREE THAT UMERGENCE HAS NO RESPONSIBILITY NOR LIABILITY TO MODERATE OR REMOVE CONTENT WHICH YOU, OR ANY SELECT GROUP OF PEOPLE, FIND PERSONALLY OR COLLECTIVELY OFFENSIVE.

 

  1. Ideas

By creating an idea page on the Site (“Idea”), you consent the Idea to be shown to other Users and the public, unless you change your privacy settings.  

 

  1. Securities

Any User who uses the Services to raise capital for their business or organization is referred to in this document as an Issuer (“Issuer”).  Any User who uses the Services to invest in the securities of an Issuer is referred to in this document as an Investor (“Investor”).  Users interested in issuing or investing in offerings of private securities from businesses (including funds) may do so using the services of Umergence LLC to raise capital using exemptions to the Securities Act of 1933, including but not limited to Regulation A, Regulation CF, Regulation D 506(b) and 506(c) (an “offering” or “deal”).  Such securities are unregistered and not subject to the same level of disclosures, regulatory filing or due diligence as public companies and, as such, are held by regulators to be MUCH riskier for investors and other parties involved in an offering.  Offerings may only be available to certain investor types, classes and/or groups, depending upon the type of offering, various regulatory requirements, and /or the preferences of the issuer and their advisors; including, but not limited to, limiting deal access or investment capability to accredited investors, to clients of specific brokers, and/or to members of certain organizations.

 

    1. No Investment Advice

Umergence does not recommend any securities; User agrees that no Content on this site constitutes or can be interpreted as either investment advice or a recommendation of securities by Umergence. Furthermore, User agrees unconditionally that the contents of this website and the Service do not constitute financial, accounting, legal, or tax advice from Umergence. Investors are solely responsible for conducting any legal, accounting, anti-fraud, and/or other due diligence on deals in which they invest. You should always obtain investment and tax advice from your professional advisers before investing. Deals, and the investments therein are not FDIC, SIPC or otherwise insured or guaranteed IN ANY WAY, and may lose value or become worthless for a wide variety of reasons. That we may have, either directly or through a third-party, enabled, provided data for, assisted with or performed some basic due diligence does not constitute an endorsement or recommendation, nor a representation about the legitimacy, quality or attractiveness of any deal and is not an endorsement or recommendation of any form by Umergence.  Umergence LLC and/or its third-party affiliates will not process transactions for nor sell any securities to any investor other than those which the investor self-directs and invests in at their own discretion. Umergence LLC and/or a third party affiliate will perform Know Your Customer (“KYC”) procedures on all investors it represents, as required by regulators, and may prohibit participation in any offering if stated investment goals are not suitable for the risks associated with private securities in general; User agrees that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by Umergence. Umergence may decline to represent any User’s investment in any specific offering at its discretion, with no requirement for any reason or explanation; the parties agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment advice by Umergence.

 

    1. Regulatory and Legal Compliance

You are responsible for knowing and complying with all federal, state and other regulatory laws and rules for all activities you engage in. This includes, but is not limited to, filing forms with federal and state regulators, investor communications, statements, accounting, and other matters.

 

    1. Investors and Due Diligence

Acknowledgments:

  • You acknowledge and accept that investing in private placements, regulation A offerings, and start-up investments are EXTREMELY RISKY due to a variety of factors; including, but not limited to, the reduced disclosures required by law (if any), the general difficulty in conducting due diligence, the general lack of coverage from professional research analysts, and the propensity of private businesses to fail for a myriad of reasons. You hereby accept that Umergence LLC only conducts the minimal due diligence required by law, if any at all, that such due diligence may be flawed, dated, and/or inaccurate, and that you have not in any way relied on any due diligence conducted by Umergence LLC or its third-party service providers and it is categorically NOT a factor in nor the basis upon which you have made any investment decision(s). You will conduct your own due diligence on all deals you are interested in, and you unconditionally and forever release Umergence and its agents, officers, directors, partners, representatives and third-party service providers from any and all liability associated with issuer disclosures, due diligence, and representations, even in the event of outright fraud whether or not it could have reasonably been known or foreseen at the time of inception or at any time thereafter.
  • You acknowledge and accept the private placement securities are illiquid, and that the covenants, terms and expectations may never come to fruition, and that the risk of losing part or all of your investment is extremely high. You represent and warrant that you can bear such illiquidity and risk of loss of principal (and interest or any other benefits promised by the issuer, if any) on any and all investments you make.
  • You understand and accept that past performance of a start-up team or of an existing business is not a guarantee of future performance.

 

    1.  Refunds

Users have up to 48 hours prior to the end of the offer period of a Regulation Crowdfunding offering to change their mind and cancel their investment commitment for any reason.  Cancelled investments are refunded less any applicable third-party transaction processing fees.  Once the offering period is within 48 hours of ending, it will not be able to cancel for any reason even if you make your commitment during this period.  However, if the company makes a material change to the offering terms or other information disclosed to you, you will be given five business days to reconfirm your investment commitment.

  1. Freelancing

 

    1. Freelancer Feedback

You acknowledge and agree that Umergence will post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site.  You acknowledge and agree that feedback results for you, if any, will consist of comments, ratings, indicators of User Satisfaction, and other feedback left by other Users.  You further acknowledge and agree that Umergence will make feedback results available to other Users, including composite or compiled feedback.  Umergence provides this feedback system as a means through which Users can share their opinions publicly and Umergence does not monitor or censor these opinions.  You acknowledge and agree that posted composite or compiled feedback relate only to the business advertised in the Freelancer Profile and not to an individual person.  Umergence does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Umergence do so.  You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory.  Umergence is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.  In order to protect the integrity of the feedback system and protect Users from abuse, Umergence reserves the right (but is under no obligation) to remove posted feedback or information that, in our sole judgement, violates the Terms of Use or negatively affects the Site.  You acknowledge and agree that you will notify Umergence of any error or inaccurate statement in your feedback results, and that if you do not do so, Umergence may rely on the accuracy of such information.

    1. Service Contracts

You acknowledge and agree that a Service Contract is comprised of (a) the Fixed price or hourly price service terms accepted on the Site to the extent that the terms do not purport to, expand the Site’s obligations or restrict the Site’s rights under the Terms of Use; (b) Service Contract Terms, unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand the Site’s obligations or restrict the Site’s rights under the Terms of Use; and (c) any other contractual provisions accepted by both the Client and the Freelancer, the extent that the provisions do not, and do not purport to, expand the Site’s obligations or restrict the Site’s rights under the Terms of Use.  You acknowledge and agree that Umergence is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Umergence and any Freelancer.

    1. Non-Payment to Freelancers

If Client fails to pay the Freelancer Fees or any other amounts due under the Terms of Use, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or by any other means, Umergence may suspend or close Client’s account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services.  Without limiting other available remedies, Client must pay Umergence upon demand for amounts owed under the Terms of Use, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.  To the extent permitted by applicable law, Umergence, at our discretion, may set off amounts due against other amounts received from or held by Umergence for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

    1. No Return of Funds

Client acknowledges and agrees that Client’s designated Payment Method for the Freelancer Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance and approval of the Freelancer Services, and (b) for Hourly Contracts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by Umergence, Client agrees that once the Client’s designated Payment Method is charged for the Freelancer Fees as provided in this Agreement or the other Terms of Use, the charge is non-refundable, except as otherwise required by applicable law. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to the Terms of Use for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Use. If Client initiates a chargeback in violation of this Agreement, Client agrees that Umergence may dispute or appeal the chargeback and institute collection action against Client.

    1. Formal Invoicing and Taxes

Umergence will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (a) Freelancer is required by applicable law to remit to the appropriate authorities any value-added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Umergence, as appropriate.  In the event of an audit of Umergence, Freelancer agrees to promptly cooperate with Umergence and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Umergence.

    1. Content and Ownership regarding Freelancer Services

User Generated Content ("UGC") refers to the content added by users as opposed to content created by the Site. All content uploaded to Umergence by our users is User Generated Content. Umergence does not check user uploaded/created content for appropriateness, violations of copyright, trademarks, other rights or violations. We invite everyone to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled.

Umergence is not responsible for the content, quality or the level of service provided by Freelancers. We provide no warranty with respect to Freelancer Services, their delivery, and any communications between Freelancers and clients.

By offering a service, the Freelancer undertakes that he/she has sufficient permissions, rights and/or licenses to provide, sell or resell the service as offered on Umergence. Any Freelancer advertising their service online must comply with laws and terms of service of the advertising platform or relevant website used to advertise. Failing to do so may result in removal of the service and may lead to the suspension of the Users account.

Unless clearly stated otherwise on the Freelancer's service profile page/description, when the work is delivered, and subject to payment, the buyer is granted all intellectual property rights, including but not limited to, copyrights for the work delivered from the seller, and the seller waives any and all moral rights therein. The delivered work shall be considered work-for-hire under the U.S. Copyright Act. In the event the delivered work does not meet the requirements of work-for-hire or when US Copyright Act does not apply, the seller expressly agrees to assign to buyer the copyright in the delivered work. All transfer and assignment of intellectual property to buyer shall be subject to full payment for the service and the delivery may not be used if payment is cancelled for any reason.

Freelancers confirm that whatever information they receive from the buyer, which is not public domain, shall be kept confidential and shall not be shared or used for any purpose whatsoever other than for the delivery of the ordered work to the buyer.

Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control.

 

    1. Umergence relationship with Freelancers and Clients

Umergence makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. Umergence does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. Umergence does not set Freelancer’s work hours, work schedules, or location of work, nor is Umergence involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. Umergence will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. Umergence does not provide the premises at which the Freelancer will perform the work. Umergence makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.

Umergence does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer’s performance, and Client’s acceptance, of Freelancer Services.  Umergence is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does Umergence perform background checks on Freelancers or Clients.

 

You hereby acknowledge and agree that Umergence may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to Umergence and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Umergence; Umergence provides such information solely for the convenience of Users.

 

You expressly acknowledge, agree, and understand that: (a) Users may act as Clients and/or Freelancers; (b) Umergence is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of Umergence, and Umergence does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) Umergence will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) Umergence has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) Umergence makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and Umergence disclaims any and all liability relating thereto.

 

 

  1. Fees

Registering an account with Umergence is free. However, we do charge fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service.

 

  1. Links to other websites and content

The Site contains (or you may be sent through the Site or the Services) links to other web sites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”).  Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content on the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content.  Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us.  If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

 

  1. Disclaimer of Warranties

YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER UMERGENCE NOR ANY PERSON ASSOCIATED WITH UMERGENCE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

 

  1. Representations and Warranties

 

  • You are using your real name and personal identity, and not impersonating another person, a fictitious person or avatar;
  • All of the information, forms, documents or other material you submit are true and accurate to the best of your knowledge;
  • You represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services;
  • You agree to be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services;
  • You agree to perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service;
  • You agree and acknowledge that any investments you make will be directly in and with the issuer of whose offering you are subscribing on a self-directed basis;
  • Your use of the Service, whether publishing or viewing anything thereon, as well as any communications and/or interactions you have with others, is entirely voluntary; you can stop your use of the Service at any time, and there is nothing forcing you to participate. You are solely responsible for Content you view and/or publish, and for your interactions with others;
  • You are solely responsible for setting, managing and securing your passwords, and are fully responsible for all activities that occur under your profile name;
  • If you or anyone else using the Service is in any way damaged by anything arising from your use of the Service, with such damage(s) being financial, psychological, physical, or otherwise you agree to indemnify Umergence, as well as all officers, directors, employees, representatives, service providers, partners, and agents, and hold them harmless from any such damage(s);
  • You agree not to gain unauthorized access to the Service, other users’ accounts, names, personally identifiable information or other computers, websites or pages, connected or linked to the Service or to use the Service in any manner which violates or is inconsistent with the terms and conditions of this Agreement;
  • You agree not to modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Service or the rights or use and enjoyment of the Service by any other person, firm or enterprise;
  • You may not use any computerized or automatic mechanism, including without limitation, any web scraper, offline reader, spider or robot, to access, extract, capture, or download any Content from the Service;
  • You agree not to use or launch any automated system that accesses the site in a manner that sends more request messages to Umergence servers in a given period of time than a person can reasonably create in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, we allow the operators of public search engines, as well as certain partners and regulatory organizations, permission to use spiders and application programming interfaces (“API’s”) to copy non-password protected Content from the Service for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics;
  • You will abide by standards of conduct and decency which are in line with the general online community, as well as all laws. Violation of this, in Umergence’s sole and absolute discretion, may result in Umergence taking appropriate action against you including, without limitation, deleting content, removing your account(s) from the Service, reporting to law enforcement authorities, and other legal actions. User represents and warrants that you will not directly or indirectly engage in any activity nor post any Content that: a) is in any way illegal or unlawful for you to personally view or post according to rules, regulations, and/or laws of your specific geographic local community where you reside and which you are personally responsible for knowing and complying with; b) you do not own the copyright to; c) harasses or advocates harassment of another person; d) is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; e) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; f) provides access (either directly or via links) to an illegal or unauthorized copy of another person’s copyrighted work, such as computer programs, music, videos, photographs, art, etc; g) providing information to circumvent manufacturer-installed copy-protect devices; h) provides instructional information about activities such as making or buying weapons, violating someone’s privacy, or creating or distributing computer viruses; i) solicits passwords or personally identifying information from others; j) is an adult soliciting a relationship with a minor; k) constitutes, or could be construed as, harmful matter or indecent communications to minors; l) constitutes, or could be construed as, child pornography or the abuse of children; m) constitutes, or could be construed as, being abusive to animals; n) entices or promotes hate or violence against any particular race, nationality, religion, or lifestyle; o) incite or inflame incendiary reactions or behavior in cultures or groups of people or organizations; p) is illegal, threatening, abusive, hateful, defamatory, libelous, slanderous, or injurious to the reputation of any person or entity; q) is either directly or indirectly an unapproved advertisement of any form for commercial purposes; r) constitutes an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights, or other rights; s) promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files and, in any program, file, data stream or other material contains viruses, worms, “Trojan horses” or any other destructive feature, regardless of whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs, or inconvenience to any person or entity; t) promotes or solicits for any competing business to Umergence, or to any Umergence linked partner.

As the provider of the Service, Umergence represents and warrants that it will use commercially reasonable efforts to maintain the Service in good working order, online most of the time, and available to people in general on the world wide web where such content is accessible and not otherwise blocked by technology and/or laws which are out of our direct control. We make no representations or warranties with regards to data integrity, availability, archives, security or back-up’s. We strongly encourage you to keep local back-ups on your own computer of all your data and information, and to not post any personally identifiable information on the Service. Umergence makes absolutely no representations or warranties on data integrity or security of any Content or other information including, but not limited to, photos, text, emails, account settings, IP addresses, email addresses, ACH or credit card information. Nor do we make any representations or warranties about any member, any Content, or any online or offline interactions you have.

 

  1. Self-publishing service

You recognize and accept that the Service is a non-moderated service which enables you and others, including third party service providers, to publish any information you (or they) want, subject to legal limitations and to policies stated herein, using the space and utilities provided (self publishing).

  1. User Content

You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other Users (collectively the “User Content”).  It is against the Terms of Use to use the Site, Services, or Content to find a Freelancer, Client, Issuer, or Investor in order to circumvent the obligation to pay any Service Fees related to the Services of Umergence.  You understand and agree that Umergence may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgement of Umergence violates these terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users, or others.

You retain the rights to your copyrighted content or information that you submit to Umergence except as described below.

By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.  The license granted above will not expire when you remove your User Content.

You may review User Content posted on the Site that is only accessible to registered or specific Users, but you are not authorized to disclose such information for any purpose.

We take no responsibility for, we do not expressly or implicitly endorse, and we do not assume any liability for any user content submitted by you to Umergence.

 

  1. Digital Millennium Copyright Notice

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:

Name of Agent Designated to Receive Notification of Claimed Infringement: Attention: General Counsel

Full Address of Designated Agent to Which Notification should be Sent: 1224 Mill Street, Building B, East Berlin, CT 06023

Telephone Number of Designated Agent: (860) 838-3332

Email Address of Designated Agent: support@umergence.com

 

To be effective, the notification must be a written communication that includes:

  • A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
  • Identification of the copyrights(s) claimed to have been infringed;
  • Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
  • Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
  • A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.

 

    1. Your right to file a counter-notice

If we remove your user content in response to a copyright or trademark notice, we will notify you by email or the Site’s private messaging system and offer to provide you with a copy of the the notice.  If you believe your user content was wrongly removed due to a mistake or misidentification of the material, you can file a counter-notice with us that includes the following:

  • Your physical or electronic signature;
  • Identification of the material that has been removed or to which access has been disabled and where the material was located online before it was removed or access to it was disabled;
  • A statement by you, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
  • Your name, address, and telephone number, and a statement that you consent to the jurisdiction of federal district court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification under DMCA 512 subsection (c)(1)(c) or an agent of such person.

Upon receiving a counter-notice we will forward it to the complaining party and tell them we will restore your content within 10 business days.  If that party does not notify us that they have filed an action to enjoin your use of that content on Umergence before that period passes, we will consider restoring your user content to the site.

 

    1. Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted the policy of terminating, in appropriate circumstances and at the Company’s sole discretion, the memberships of members who are deemed to be repeat infringers.  The Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

 

  1. Communications

You agree, in your individual capacity and on behalf of any Issuer for which you are an authorized representative, that Umergence may send communications to you via your mailing address, email, or telephone number provided by you on your Account. You agree to notify us of any changes in your address or contact details. Umergence may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.

 

  1. Change or termination (of terms of use)

WE MAY MAKE CHANGES TO THESE TERMS OF USE IN OUR SOLE DISCRETION. CHECK THESE TERMS AND CONDITIONS EACH TIME YOU VISIT TO VIEW THE CURRENT TERMS AND CONDITIONS AND ANY CHANGES THAT HAVE BEEN MADE. UPON YOUR VISIT AND USE OR OTHER INTERACTION WITH THIS SITE, YOU AGREE TO ANY SUCH CHANGES. THE CHANGES ARE EFFECTIVE IMMEDIATELY UPON POSTING.

 

  1. Limitation of liability

IN NO EVENT SHALL UMERGENCE BE LIABLE TO USERS OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THE SERVICE, OR FROM THE PERFORMANCE OR NON-PERFORMANCE OF UMERGENCE AND/OR ITS USERS, AFFILIATES, AGENTS, OR AUTHORIZED REPRESENTATIVES UNDER ANY PROVISION OF THIS AGREEMENT, EVEN IF UMERGENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR FOR ANY MISTAKES SUCH AS ALLOWING OR DISALLOWING ANY CONTENT. NOR FOR ANY ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING ISSUERS, EVEN IF SUCH PERSON OR BUSINESS WAS REFERRED BY UMERGENCE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT EITHER PARTY’S LIABILITY TO THE OTHER FOR WILLFUL AND MALICIOUS MISCONDUCT OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER. FURTHERMORE, IT IS HEREBY AGREED THAT UMERGENCE’S SOLE LIABILITY TO USERS FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE MONETARY AMOUNT PAID, IF ANY, BY USERS TO UMERGENCE FOR THE SERVICE DURING THE TERM OF USER’S USE. YOU ASSUME ALL RISKS IN YOUR USE OF THE SITE AND SERVICE, AND ALL FEATURES THEREOF. THIS INCLUDES, WITHOUT LIMITATION, ANY PRIVACY, IDENTITY, COPYRIGHT, EMOTIONAL, ECONOMIC, AND/OR PHYSICAL DAMAGES THAT MAY YOU INCUR.

 

  1. Governing Law

YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND YOUR USE AND INTERACTION WITH THIS SITE WILL BE GOVERNED BY, AND WILL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. IF YOU USE THIS SITE FROM OTHER LOCATIONS YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL APPLICABLE LOCAL LAWS. UMERGENCE MAKES NO REPRESENTATIONS THAT THE MATERIALS CONTAINED WITHIN THIS SITE ARE APPROPRIATE FOR LOCATIONS OUTSIDE THE UNITED STATES. ANY AND ALL INFORMATION CONTAINED IN THIS SITE, INCLUDING BUT NOT LIMITED TO INFORMATION REGARDING PRODUCTS AND SERVICES, APPLIES ONLY TO THOSE PROVIDED OR OFFERED WITHIN THE UNITED STATES.

 

  1. Disputes Between Users

You are solely responsible for your interactions with users of the Site and the Services, and any other parties with whom you interact on or through the Site, the Services and/or the Linked Sites. Umergence reserves the right, but has no obligation, to become involved in any way with these disputes.

 

  1. Mandatory Arbitration - Securities Related Disputes

This Agreement contains a pre-dispute arbitration clause.  By entering into this Agreement, you are entering into an arbitration agreement, by which the parties agree as follows:

  1. All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
  2. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
  3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
  4. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 calendar days prior to the first scheduled hearing date.
  5. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
  6. The rules of some arbitration forums may impose time limits from bringing a claim in arbitration.  In some cases, a claim that is ineligible for arbitration may be brought to court.
  7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, are part of this Agreement.

Any controversy or claim pertaining to securities arising out of or relating to this Agreement shall be settled by arbitration in accordance with the rules of FINRA Dispute Resolution, Inc. (“FINRA DR”).  I agree to arbitrate any controversy or claim before FINRA DR in the State of Connecticut.

 This agreement to arbitrate constitutes a waiver of the right to seek a judicial forum unless such a waiver would be void under the federal securities law.  If you are a foreign national, non-resident alien, or if you do not reside in the United States, you agree to waive your right to file an action against us in any foreign venue.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:

  • The class certification is denied; or
  • The class is decertified; or
  • The User is excluded from the class by the court

Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

  1. Mandatory Arbitration – Non-Securities Disputes

Any claim or dispute that is not related to securities and arising under this Agreement between you and Umergence may only be brought in arbitration.  Arbitration with Umergence shall be pursuant to the rules of the American Arbitration Association.  In all cases, it is agreed that venue shall be in the city of Boston in the state of Massachusetts.  Each User and Umergence consents to this method of dispute resolution, as well as jurisdiction, and consents to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute.  In the event of any dispute among the parties, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees , and the decision of the arbitrator shall be final, binding and enforceable in any court.  This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of any User Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND UMERGENCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.  Any arbitration between you and Umergence will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Umergence. 

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). Any notices to Umergence LLC, Umergence Marketplace LLC, or Umergence Holdings LLC are to be sent to 1224 Mill Street, Building B, East Berlin, CT 06023. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Umergence may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Umergence must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

YOU AND UMERGENCE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Umergence agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

 

  1. Notices

 

Any notices to Umergence LLC, Umergence Marketplace LLC, or Umergence Holdings LLC are to be sent to 1224 Mill Street, Building B, East Berlin, CT 06023. Any notices to User will be sent to the email address provided to us in your account on the Service.

 

  1. Indemnification

You agree to indemnify and hold Umergence, its subsidiaries, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of any provision in this Agreement. This defense and indemnification obligation will survive termination of this Agreement and your use of the Service. Umergence reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Umergence in the defense of any such claim, action, settlement or compromise negotiations, as requested by Umergence.

 

  1. Assignment

 

This Agreement, along with any and all rights and licenses granted herein, may be transferred or assigned by Umergence at any time, without notice or restriction.

 

  1. Entire Agreement, Severability and Force Majeure

 

This Agreement, accepted upon use of the Service, contains the entire agreement between User and Umergence regarding the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to unforeseen circumstances.

 

  1. Changes

Umergence has the right, at its sole discretion, and without necessity of notice, to modify either this Agreement and/or the Service at any time. Changes to this Agreement will be posted and accessible via the “Terms of Use” link at the bottom (footer) of www.umergence.com  so that you may review it. You hereby agree to frequently review this Terms of Use Agreement to stay informed of the most current terms then in effect which govern your use of the Service. If any portion of this Agreement or any change to any feature of the Service is unacceptable to you then you should immediately discontinue your use of the Service; continued use of the Service means that you have accepted and are bound by this Agreement and any changes made hereto.