What information do we collect?We collect different types of information from you when you visit the Site, Startups and Investors are a part of the Konvoy Konvoy, submit an application to enroll in the Konvoy Konvoy, otherwise apply to enroll in a Konvoy affiliated program or offering, or when you respond to communication such as email, or otherwise participate in another Site feature.
•We automatically collect non-personally identifiable technical information such as IP addresses and session identifiers.
• When registering for Konvoy or submitting an application to enroll in the Konvoy Konvoy or other programs or offerings, we may ask you for certain personally identifiable information such as your name, email address, mailing address, phone number, or other such information.
• Additionally, when registering for the Konvoy Konvoy or submitting an application to enroll in Konvoy or other programs or offerings, we may ask you for general, non-personally identifiable information about your business, such as information that relates to the funding you have received to date, the particular skills that you have, the sectors in which you are active, and general types of products, services, or relationships that your business provides or needs or that you would be otherwise interested in hearing about. When answering questions about certain aspects of your business, we ask you to answer such questions without disclosing any specific confidential or proprietary information. You do not have to provide information for many of the questions asked in the registration or application process.
• Like many websites, we also use "cookies" to enhance your experience and gather information about visitors and visits to the Site. Please refer to the "Do we use 'cookies'?" section below for information about cookies and how we use them.
• If you wish to subscribe to our newsletter(s), we will use your name and email address to send the newsletter to you. You may choose to stop receiving our newsletter or marketing emails by following the unsubscribe instructions included in these emails, accessing the email preferences in your account settings page, or you can contact us at firstname.lastname@example.org
• If you choose to use our referral service to tell a contact about a blog post, we will ask you for your contact’s name and email address. We will automatically send your contact a one-time email inviting him or her to visit the blog. Konvoy stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
How do we use your information?We may use the information we collect from you when you register, respond to a survey or marketing communication, surf the Site, or use certain other Site features in the following ways:
•We use non-personally identifiable technical information collected by the Site to analyze trends, to administer the Site, to track user activities, to infer user interests, and to otherwise induce, deduce, and gather information about individual users and activity on the Site.
•We use the information you provide when you Join the Konvoy to contact you about Konvoy programs or offerings, to aggregate for statistical analysis (such as the information presented on for Konvoy Insights), to share with our third party sponsors, program affiliates, or other third parties that we feel may be appropriate business relationships, and to administer promotions, surveys, or other Site features.
• We use the information you provide when submitting an application to enroll in the Konvoy Konvoy or other programs or offerings to communicate with you, to evaluate your application, to determine whether you meet criteria for enrollment, and to determine what programs and offerings we should offer. We may also share the information you provide with our third party sponsors, program affiliates, or other third parties that we may feel would be appropriate business relationships.
• We use Social Media Features and Widgets such as the Twitter and LinkedIn interactive mini-programs that run on our website. These Features may collect your Internet protocol address, which page you are visiting on our website, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our website. The privacy statement of the company providing it governs your interactions with these Features.
Do we disclose the information we collect to outside parties?
Correction/Updating Personal Information
You can correct or update any information you provide when you Join the Konvoy Network or apply to the Konvoy Academy by updating the associated application through the process provided on the Site. If you feel there is an important error in your personally identifiable information, please contact us by electronic mail at email@example.com
Do we use "Cookies"?
b. Google Remarketing. Our websites use Google’s remarketing technology. This technology enables users who have already visited our online services and shown interest in our services to see targeted advertising on the websites of the Google partner network. Likewise users that are similar to the visitors of our websites can be addressed. The advertising will be displayed using cookies. These are small text files saved on the user’s computer. The information generated by the cookie about the website use will be transmitted to and stored on servers in the United States by Google. In the event that the IP address is transferred, it will be reduced by the last 3 digits. Using cookies, the user behavior on a website can be analyzed and subsequently utilized to provide targeted product recommendations and advertising based on the user’s interests.
c. Facebook Conversion Tracking Pixel. With your permission, our website utilizes the Conversion Tracking Pixel service of Facebook Inc., 1601 S. California Ave., Palo Alto, CA 94304, USA (“Facebook”). This tool allows us to follow the actions of users after they are redirected to a provider’s website by clicking on a Facebook advertisement. We are thus able to record the efficacy of Facebook advertisements for statistical and market research purposes. The collected data remain anonymous. This means that we cannot see the personal data of any individual user. However, the collected data are saved and processed by Facebook. We are informing you on this matter according to our information at this time. Facebook is able to connect the data with your Facebook account and use the data for their own advertising purposes, in accordance with Facebook’s Data Use Policy found under: https://www.facebook.com/about/privacy/. Facebook Conversion Tracking also allows Facebook and its partners to show you advertisements on and outside Facebook. In addition, a cookie will be saved onto your computer for these purposes. Only users over 13 years of age may give their permission. If you are younger than this age, please consult your legal guardians.
Please click here if you would like to revoke your permission:
d. Twitter Conversion Tracking. We use the Conversion Tracking service of Twitter Inc., 795 Folsom St., Suite 600, San Francisco, CA 94107, USA (“Twitter”). This tracking records if a user of our website clicks on a link posted by Twitter. In this way, both we and Twitter can see if a registration has taken place. The identity of the user remains anonymous. In addition, we use Twitter’s Tailored Audiences service. This enables us to appeal to our website’s users with targeted advertisements. To do this, Twitter uses a code snippet (tag) which we have integrated into our website. No personal data are collected during this process. Tailored Audiences is also used to create lookalike targeting lists.
Safeguarding Your Personal Information
Konvoy follows generally accepted industry security standards to safeguard and help prevent unauthorized access, maintain data security and correctly use such personal information. However, no commercial method of information transfer over the Internet or electronic data storage is known to be 100% secure. As a result, we cannot guarantee the absolute security of that information during its transmission or its storage in our systems.
Privacy and Third Party Links
Questions and Feedback
We welcome your questions, comments, and concerns about the Site. Please send us any and all feedback pertaining to the Site to firstname.lastname@example.org
Your Delaware Privacy Rights
Under Delaware’s “Delaware Online Privacy and Protection Act (“DOPPA”)" law, Delaware residents who provide personal information in obtaining products or services for personal, family or household use are entitled to request and obtain from us once a calendar year information about the customer information we shared, if any, with other businesses for their own direct marketing uses. If applicable, this information would include the categories of customer information and the names and addresses of those businesses with which we shared customer information for the immediately prior calendar year (e.g. requests made in 2018 will receive information regarding 2017 sharing activities). To obtain this information from Konvoy please send an email message to email@example.com with "Request for Delaware Privacy Information" on the subject line and in the body of your message. We will provide the requested information to you at your email address in response. Not all information sharing is covered by the "DOPPA" requirements and only information on covered sharing will be included in our response.
The Site is available globally and certain of our sponsors or affiliate organizations may operate globally. Therefore, when knowingly using or disclosing personal information transferred from the European Union, we abide by the Safe Harbor Principles as set forth by the U.S. Department of Commerce, use standard contract clauses approved by the European Commission, adopt other means under European Union law for ensuring adequate safeguards, or obtain your consent.
Terms & Conditions
THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
DESCRIPTION OF WEBSITE; RESTRICTIONS
We provide Visitors and Registered Users with access to the Website as described below.
Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Website. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Website; and (ii) contact us.
Registered Users. Registered Users may either be accredited investors ("Investors") or startup companies ("Startups"). Registered Users can do all the things that Visitors can do, and: (i) create, access, manage, and update their own personal accounts on the Website; (ii) communicate with other Registered Users and post content on the Website (collectively, "User Content"); and (iii) sign up for alerts and other notifications.
Any securities offered on or in connection with the Website may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933 ("Regulation D"). Investors are permitted to access certain offers for the sale of securities of private companies that have not been registered with the Securities and Exchange Commission. These securities are not freely traded (restricted), illiquid (no market for you to sell), and are categorized as high risk investments. There is no guarantee of any return on your investment and Investors should not invest in any offering on the Website if you cannot afford the risk of losing your entire principal amount. Before you can view and invest in any of the companies listed on the Website, you represent and warrant that you come within at least one of the following categories:
a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
a bank, insurance company, registered investment company, business development company, or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation, or partnership with assets exceeding $5 million;
a director, executive officer, or general partner of the company selling the securities;
a business in which all the equity owners are accredited investors; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
YOU MUST MEET ONE OF THE ABOVE CRITERIA BEFORE VIEWING ANY INVESTMENT OPPORTUNITIES. WE ARE ENTITLED TO RELY UPON YOUR REPRESENTATION. YOU WILL IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION OR IF YOU DO NOT QUALIFY AS AN ACCREDITED INVESTOR FOR ANY REASON.
You acknowledge and agree that the foregoing provisions shall be automatically amended to match the definition of "accredited investor" pursuant to Regulation D if such definition is amended after the date hereof.
Konvoy is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, Konvoy may deactivate or suspend any account at any time, including, without limitation, if it determines that a Registered User has violated this Agreement. We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice and without reason. For avoidance of doubt, (i) under no circumstances does or will Konvoy act, through its administration of the Website or otherwise, as a broker-dealer or investment advisor, and (ii) if you choose to enter into any investment transaction with any other Registered User, the applicable transaction is between you and such other Registered User, and Konvoy is not recommending or endorsing any such Registered User.
2. COMMUNITY GUIDELINES
Our community, like any community, functions best when our users follow a few simple rules. By accessing the Website, you agree to comply with these community guidelines (the "Community Guidelines") and that:
You will not upload, post, e-mail, transmit, or otherwise make available any User Content (as defined above) that:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
discloses any sensitive information about another person without the right or authority to do so, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
You will comply with all applicable laws in your use of the Website and will not use the Website for any unlawful purpose;
You will not access or use the Website to collect any market research for a competing business;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not interfere with, or attempt to interrupt the proper operation of, the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (as defined below), data, files, or passwords related to the Website through hacking, password or data mining, or any other means;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Website;
You will not use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Website for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
If you find something that violates our Community Guidelines, please let us know, and we’ll review it
3. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
If you wish to register for the Website and do not log in to the Website using a third-party login provider (e.g., LinkedIn), you will be prompted to create an account, which may include a sign-in name ("Sign-In Name"), a password ("Password"), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future ("Unique Identifiers"). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.
4. INTELLECTUAL PROPERTY
The Website contains material, such as videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Konvoy (collectively referred to as the "Content"). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
The trademarks, service marks, and logos of Konvoy (the "Konvoy Trademarks") used and displayed on the Website are registered and unregistered trademarks or service marks of Konvoy. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with Konvoy Trademarks, the "Trademarks"). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Konvoy Trademarks inures to our benefit.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
5. USER CONTENT; LICENSES
The Website and our social media pages may allow you to post and upload User Content. You expressly acknowledge and agree that once you submit your User Content for inclusion into the Website or our social media pages, it will be accessible by others, and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT Konvoy, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITE OR OUR SOCIAL MEDIA PAGES.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your User Content, your social media sign-in name, name, likeness, and photograph in connection with any use of the related User Content permitted by the previous sentence and/or to advertise and promote the Website, Konvoy, and our products and services. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, sign-in name, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such User Content, sign-in name, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.
If you submit User Content to us, each such submission constitutes a representation and warranty to Konvoy that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph (including, without limitation, any sensitive or personally identifiable information contained therein), and that it and its use by Konvoy and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property, privacy, or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.
6. NO OFFERS OR RELIANCE; NO INVESTMENT OR FINANCIAL ADVICE
Konvoy is not a registered broker-dealer, and it does not give investment advice, endorsement, analysis or recommendations with respect to any securities. Any investment opportunity or information included on or available through the Website is the responsibility of the applicable issuer of such securities. Konvoy has not taken any steps to verify the adequacy, accuracy or completeness of any information. Neither Konvoy nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on the Website or the use of information on the Website.
Startup investments in particular are speculative and involve a high degree of risk and those Investors who cannot afford to lose their entire investment should not invest in Startups. Such companies tend to be in earlier stages of development and their business model, products, and services may not yet be fully developed, operational or tested in the public marketplace. There is no guarantee that the stated valuation and other terms are accurate or in agreement with the market or industry valuations. Additionally, Investors may receive illiquid and/or restricted stock that may be subject to holding period requirements and/or liquidity concerns. Remember, investments discussed on the Website, if any, may not be suitable for all Investors. Investors should make their own investment decisions based upon their own financial objectives and financial resources, and should obtain independent investment and tax advice before deciding to invest.
7. COMMUNICATIONS WITH AND SUBMISSIONS TO US
With respect to all e-mails and communications you send to us regard the Website and its operation, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
8. NO WARRANTIES; LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT Konvoy DOES NOT REPRESENT OR WARRANT THAT THE CONTENT AND ANY OTHER DATA OR INFORMATION PROVIDED THROUGH THE WEBSITE WILL BE ACCURATE OR COMPLETE.
YOU ALSO ACKNOWLEDGE THAT THE WEBSITE MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE WEBSITE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITE OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE OR THE CONTENT SHALL BE LIMITED TO THE TOTAL FEES THAT YOU HAVE PAID TO US WITHIN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO ANY CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
9. FEES AND PAYMENTS
There is a monthly membership fee associated with becoming a investor member. In such case, you agree that Konvoy may authorize your credit card (or other approved facility) for payment of all fees and charges made under your Password (as defined below). There are no fees to startups who apply for funding on Konvoy.
As set forth more fully in Section 7 below, you must keep your Password strictly confidential. You are fully responsible for all activities that occur under your Password, and you agree to be personally liable for all charges incurred under your Password. Your liability for such charges shall continue after termination of this Agreement. If you have a question about a transaction on your credit card statement, please use the “Contact Us” section of the Website to contact customer service.
10. EXTERNAL SITES
The Website may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. REPRESENTATIONS; WARRANTIES; AND INDEMNIFICATION
(a) You hereby represent, warrant, and covenant that:
You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
You shall not submit to the Website or any of our social media pages any User Content that violates our Community Guidelines set forth above or any other term of this Agreement.
(b) Further, each Startup is solely responsible for the material such Startup posts on the Website and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. Konvoy and Investors are entitled to rely upon any representations made by the Startup. Each Startup is solely responsible for ensuring that its securities offering, including use of the Website, is in compliance with all applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or any body duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing. Each authorized representative of a Startup accessing the Website hereby represents and warrants, on behalf of such Startup, that its use of the Website is, and shall be at all times, in compliance with applicable law.
(c) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Website; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
12. COMPLIANCE WITH APPLICABLE LAWS
Konvoy's servers are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
13. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. Sections 4-19 shall survive the termination of this Agreement.
14. DIGITAL MILLENNIUM COPYRIGHT ACT
Konvoy respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
InCorp Services Inc (Konvoy Technologies Inc.
919 North Market Street Suite 425
Wilmington, New Castle County, Delaware 19801
Attention: DMCA Agent
If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner�s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
15. CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
16. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Content, or the Website (each, a "Dispute"), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 17 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
17. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
18. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.
19. COMMUNICATIONS DECENCY ACT NOTICE
Konvoy is a provider of "interactive computer services" as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein. We are not responsible for any User Content. We neither warrant the accuracy of the User Content nor exercise any editorial control over User Content, nor do we assume any legal obligation for editorial control of User Content or liability in connection with User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.