Updated and Effective as of November 2023
Welcome toSponsorDocs LLC (“SponsorDocs”), operated by SponsorCloud, LLC. This Terms andConditions of Use (the “Agreement” or “Terms of Service”) describes the termsand conditions applicable to your use of SponsorDocs, its website www.sponsordocs.io (the “Site”), and the form documents it provides as a service offering(the “Forms”) (collectively, the “Services”). In this Agreement, we refer toSponsorDocs LLC and its agents, subsidiaries, affiliates, officers, employees,and partners as “SponsorDocs” or “us” or “we;” and we refer to you as“Customer” or “you”, including your agents and affiliates if any, and any otherperson accessing your SponsorDocs Account. SponsorDocs and Customer arereferred to in this Agreement individual as a “Party” and collectively as the“Parties.”
We reserveall rights to change these Terms of Service. Please check these Terms of Service periodically for changes and readthem carefully. Your continued use ofour Site following the posting of changes to these Terms of Services will meanyou accept those changes.
SPONSORDOCS CANNOT AND DOES NOT PROVIDE LEGAL ADVICE, NOR CAN IT ADVISEYOU ON LEGAL MATTERS. BY USING ANY OF THE SERVICES OR SITE, NO ATTORNEY-CLIENTRELATIONSHIP IS FORMED. THE FORMS AVAILABLE FOR USE ARE DESIGNED FOR ENTITIESFORMED UNDER THE LAWS OF THE STATE OF DELAWARE. SUCH FORMS ARE FORINFORMATIONAL PURPOSES ONLY AND DO NOT PROVIDE LEGAL ADVICE REGARDING YOURPARTICULAR LEGALS NEEDS AND SITUATION. IT IS YOUR RESPONSIBILITY TO RETAIN ANATTORNEY TO CONFIRM THAT THE FORMS AND SERVICES MEET YOUR LEGAL NEEDS ANDREQUIREMENTS. ALL LINKS TO GOVERNMENT WEBSITES SHOULD TAKE YOU TO A WEBSITEWITH A WEB ADDRESS ENDING IN .GOV. BEFORE ENTERING INFORMATION IN A THIRD-PARTYWEBSITE, BE SURE THAT YOU ARE ACCESSING THE RESOURCE YOU INTEND TO ACCESS.SPONSORDOCS IS NOT RESPONSIBLE FOR, AND YOU WAIVE ANY CLAIMS AGAINSTSPONSORDOCS AND AGREE TO HOLD SPONSORDOCS HARMLESS WITH RESPECT TO, THIRD-PARTYLINKS THAT MAY BE REDIRECTED DUE TO A VIRUS, MALWARE, OR OTHER INTERFERENCEINTENDED TO MISDIRECT YOU.
4. Use Restrictions: Customer shall use the Services only as SponsorDocs has intended their use and that comply with all State, Federal, or international laws or regulations. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any third party to (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, decipher or otherwise attempt to derive the source code or object code for any underlying software or other intellectual property used in the Services, or gain access to any software component of the Services, in whole or in part; (iii) upload or use the Services to share viruses, spyware, or any other computer code, files or programs designed to interrupt, destroy, affect, hinder or limit the functionality of the Services, any other operations of SponsorDocs, or the resources of other users of Services; (iv) interfere with, disrupt or circumvent any security feature of the Services or any feature that restricts or implements limitations on the use of or access to the Services; (v) attempt to get password, account information or other private or personal information from another user or from SponsorDocs or; (vi) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that otherwise violates any law, regulation, or other legal requirements.
5. Reservation of Rights: Except for the limited license to access the Site and Services identified in Section (B)(1), Customer acknowledges that nothing contained in this Agreement shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know-how, information, or technical data; (ii) copyright-protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country; (iii) trademarks, trademark registrations, service marks, logos or applications therefore in the United States or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world.
6. Accessibility: Customer acknowledges and agrees that at times the Services may be inaccessible or inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which SponsorDocs may undertake from time to time without notice to you; or (iii) causes which are beyond the control of SponsorDocs or which are not reasonably foreseeable. SponsorDocs further reserves the right to refuse any requests to access account information in the event of a user’s death or legal incapacitation, absent an express legal obligation to provide such information or access.
1. Liability: Customer acknowledges that Customer is solely responsible and liable for all use of the Site and Services, including by Customer or any Authorized User, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer, will be deemed a breach of this Agreement by Customer. Customer is further solely responsible for compliance with all applicable laws relating to Customer’s or any Authorized User’s use of the Services.
2. Equipment: Customer shall be responsible for providing, maintaining, and ensuring that Customer and its Authorized Users, if any, are able to access and use the Services, including compatible hardware, software, internet access, security software, backup devices or services, and any other requirements. SponsorDocs shall have no responsibility to provide any additional software or hardware. Customer, on behalf of itself and any of its Authorized Users, agrees that SponsorDocs shall have no responsibility for any data loss or other damage or loss suffered in connection with Customer’s use of the Services, including any failure to provide adequate security or backup devices or services.
3. Correct Information: Customer is responsible for ensuringSponsorDocs has accurate and current information for Customer’s account, including current contact and payment information. Customer is further responsible for regularly reviewing the associated e-mail account for any communications from SponsorDocs.
4. Account Security: If Customer is provided with a user name, password, credentials file, or any other piece of information as part of any security procedure (“Credentials”), Customer must treat such information as confidential, and must not disclose Credentials to any other person or entity. Customer acknowledges that its account and Credentials are personal to Customer and further agrees not to provide any other person with access to the Services or portions of it using Customer’s user name, password, or other security information. Customer shall notify SponsorDocs immediately of any unauthorized access to or use of Customer’s Credentials or any other breach of security. SponsorDocs has the right to disable any user name, password, credentials file, or other identifiers at any time, whether chosen by Customer or provided by SponsorDocs.
5. Compliance with Laws: Customer and all Authorized Users shall use the Site and Services only for lawful purposes and shall conduct its business, and any offering of securities that uses the Services, in accordance with all applicable laws and regulations, including but not limited to all applicable Federal, State, and international laws and regulations governing the offer and sale of securities, money laundering, and counter-terrorism.
SponsorDocs shall make commercially reasonable efforts to provideadequate support services for the Services. Notwithstanding the foregoing, thisAgreement does not entitle Customer to any guaranteed level, availability, orturnaround time of support services for the Services. SponsorDocs does not,however, provide legal support.
1. Fees: Customer agrees to pay all applicable fees including, without exclusion, sales tax, if any, the initial enrollment fee and annual membership fee, if applicable, as set forth in the fee schedule available at https://www.sponsordocs.io/pricing and any other fees, charges, or costs that you agree to purchase as part of the Services (“Fees”). Customer agrees to pay for all charges and usage fees incurred prior to termination or cancellation of the Agreement. Refunds will not be issued unless required by law. This payment obligation shall survive the termination or cancellation of this Agreement for any reason whatsoever.
2. Payment and Automatic Payment: Customer’s payment information will be processed and stored through a third-party payment processor. All paid account holders must maintain at least one valid payment method for the payment of Fees, which are described in more detail at available at https://www.sponsordocs.io/pricing. All Fees are calculated and billed to the Customer on a monthly or annual basis depending upon your choice and are due immediately upon receipt. Fees shall be charged or debited from the saved payment information on the monthly or yearly anniversary of the initial purchase date, or the last day of the month in the case the anniversary date does not exist. (e.g., if the initial purchase was made on January 31, the February monthly payment would be processed on February 28).
3. Cancellation: You may cancel your subscription and automatic payment by clicking the “Cancel” button from your account screen or by e-mailing us at email@example.com. Cancellation does not entitle you to the refund of any previously paid fees. You will not receive a prorated refund for the remainder of the subscription term. It is Customer’s obligation to communicate cancellation or termination of the Services to any and all Authorized Users.
4. Renewal: At the end of each annual or monthly subscription period (as applicable), the Services will automatically renew for an additional year or month, respectively unless you request cancellation within 30 days prior to the renewal. If you wish to change your subscription level or term, you must contact us at firstname.lastname@example.org and the account administrator must change the settings in the account administration console provided as part of the Services.
5. Changes to Fees: Customer acknowledges that SponsorDocs may change the Fees at any time. In the event of such a change, SponsorDocs will provide notice to Customer via the email address associated with Customer’s account at least thirty (30) days in advance of the effective date of the change. Customer’s continued use of the Site and Services indicates its acceptance of any changes to the Fees. Customer is solely responsible for all applicable taxes and will be charged for taxes when required by law.
2. Confidential or Proprietary Information or Content: SponsorDocs agrees to use commercially reasonable measures to maintain the confidentiality of all confidential or proprietary data provided by Customer and its Authorized Users, including but not limited to investor data, customer information, potential customer information, and leads gathered by Customer.
3. Ownership: As between SponsorDocs and Customer, Customer shall retain any preexisting ownership rights to the data and information uploaded, entered, or otherwise provided by Customer through the Services.
1. Trademarks: Certain trademarks, service marks, and logos, including without exclusion the SPONSORDOCS trademark and associated logo (the “Trademarks”) used and displayed in connection with the Site and Services are owned by SponsorDocs. The Services may also contain or refer to third-party trademarks, trade names, product names, and logos that may be registered trademarks of their respective owners. Under no circumstances may Customer use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed in connection with the Site and Services without SponsorDocs’ express written permission.
2. Copyrighted Works: All content provided in association with the Site and Services and this Agreement, including, but not limited to, forms, computer software, images/video, electronic art, graphics, sounds/audio, data, communications programs, and user interfaces, executable code, computer code, and data formatted, organized, and collected in a variety of forms, including layouts, pages, screens, and databases and any and all other copyright-protected work associated with the Services (“Copyrighted Works”) are exclusively owned by SponsorDocs and are protected by the U.S. and international copyright laws. Customer agrees it will not directly or indirectly copy, reproduce, modify, create derivative works from, distribute, or publicly display the Copyrighted Works without the prior express written permission of SponsorDocs.
3. Feedback: If Customer or any of its employees or Authorized Users sends or transmits any communications or materials to SponsorDocs by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), SponsorDocs is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. SponsorDocs is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although SponsorDocs is not required to use any Feedback.
4. User Content: The Services may allow you to upload text, graphics, images, and other material (collectively “User Content”) and permits the hosting, sharing, or publishing of such User Content. SponsorDocs reserves the right to impose restrictions on the User Content you upload, including, but not limited to, the amount of User Content that can be uploaded and the length or expiry period for the User Content. You shall be solely responsible for the User Content you submit and the consequences of SponsorDocs’ posting, display, distribution, or publishing of such User Content. In connection with any User Content you submit, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize SponsorDocs to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by this Agreement; and (ii) you have the written consent, release, or permission to use the name, image, or likeness of each individual identified in the User Content. IN CONNECTION WITH USER CONTENT, YOU FURTHER AGREE THAT YOU WILL NOT SUBMIT MATERIAL THAT IS COPYRIGHTED, PROTECTED BY TRADE SECRET, OR OTHERWISE SUBJECT TO THIRD-PARTY PROPRIETARY RIGHTS, INCLUDING PRIVACY AND PUBLICITY RIGHTS, UNLESS YOU ARE THE OWNER OF SUCH RIGHTS OR HAVE PERMISSION FROM THEIR RIGHTFUL OWNER TO POST THE MATERIAL AND TO GRANT SPONSORDOCS THE NECESSARY RIGHTS GRANTED IN THIS SECTION. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SPONSORDOCS FOR ANY AND ALL DAMAGE OR LIABILITY SPONSORDOCS INCURS AS A RESULT OF YOUR VIOLATION OF THIS SECTION.
5. DMCA Copyright Notice: SponsorDocs respects the intellectual property rights of others and it is SponsorDocs’ policy to expeditiously process and review and notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to SponsorDocs’ Designated Agent at email@example.com, and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit SponsorDocs’ administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. If you believe any content or materials posted or uploaded by you were improperly removed or disabled, you may submit a Counter-Notification to SponsorDocs’ Designated Agent at firstname.lastname@example.org with all of the following: (i) your signature (physical or electronic); (ii) a description of the work at issue; (iii) a statement 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 (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept service of process from the person who provided notification of the alleged infringement.
SponsorDocs tries to keep the Site and Services accessible, error-free, and safe, but cannot guarantee that the Site and Services will be secure or that access to or use of the Services will be uninterrupted or free of errors or omissions. SponsorDocs does not warrant that the Site and Services will operate error-free, or that the Services and SponsorDocs’ servers are free of computer viruses or other harmful components. SponsorDocs uses reasonable care and skill in providing the Services, but beyond that, the Site and Services are provided without any warranties of any kind. Customer is responsible for implementing sufficient procedures and checkpoints to satisfy Customer’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site and Services for any reconstruction of any lost data. SPONSORDOCS AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES PROVIDE THE SERVICES “AS IS WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND SPONSORDOCS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WHETHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. SPONSORDOCS DOES NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICES, THE AVAILABILITY OF CONTENT, THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL FUNCTION WITH OTHER SOFTWARE OR HARDWARE, OR WITHIN A SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SPONSORDOCS OR A SPONSORDOCS-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY.
Customer agrees toindemnify, hold harmless and defend SponsorDocs, its agents, officers, directors,employees, successors, assigns, and affiliates, from and against any action,cause, claim, damage, debt, demand or liability, including reasonable costs andattorneys’ fees, asserted by any person, arising out of or relating to (i)Customer’s or any Authorized User’s use of the Site and Services, including butnot limited to anyone using Customer’s account or Credentials; (ii) breach ofthis Agreement by Customer or anyone using Customer’s account or Credentials;(iii) any information used, stored, or transmitted in connection withCustomer’s account or Credentials; (iv) breach of the rights of any thirdparty, including but not limited to privacy, publicity, intellectual property,or other proprietary rights by Customer or anyone using Customer’s account orCredentials; or (v) violation of any law, regulation, or other legalrequirements.
1. Term: This Agreement shall continue in full force until terminated or canceled pursuant to the provisions below.
2. Termination by SponsorDocs: SponsorDocs shall have the right to terminate this Agreement (i) for any reason whatsoever by providing thirty (30) days’ notice to Customer; and (ii) immediately for any material breach, other than non-payment of Fees; or (iii) upon fifteen (15) days’ notice to the e-mail account associated with Customer’s account for non-payment of Fees. Notwithstanding the foregoing, SponsorDocs reserves the right, in its sole discretion and without notice, at any time and for any reason, to remove, modify, suspend, or disable access to all or any portion of the Site and Services.
3. Termination by Customer: Customer may terminate the Agreement for any reason whatsoever by providing thirty (30) days’ notice to SponsorDocs by e-mail at email@example.com. The customer shall be responsible for all Fees incurred prior to and during the thirty-day notice period.
4. Survival: All provisions of this Agreement and any Master Sales Agreement relating to indemnification, disclaimers, limitations, intellectual property, and payment obligations for Fees incurred prior to and during any notice period shall survive termination of this Agreement and/or such Master Sales Agreement for any reason whatsoever.
This Agreement shall be governed by Utah law except for its conflicts of laws principles. Customer agrees to resolve any disputes or claims arising out of or related to this Agreement or the Services through final and binding arbitration by a single arbitrator. This includes disputes arising out of or relating to the interpretation or application of this “Mandatory Arbitration Provision” section, including its enforceability, revocability, or validity. Notwithstanding the foregoing, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Site or Services, or violation of any intellectual property. Any arbitration to resolve claims arising under or relating to this Agreement, or any lawsuit permissible pursuant to this section, shall be brought in Salt Lake County, in the State of Utah and its respective federal or state courts as applicable and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. This provision shall not apply to consumers in countries that require agreements to be governed by the local laws of the consumer’s country.
1. Right to Monitor: Customer acknowledges that SponsorDocs has the right to monitor the use of the Site and Services to ensure compliance with the Agreement.
2. Waiver: No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision, or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
3. Severability: If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.