your access to the sites
As a condition of your right to access and use our sites, you represent that you are at least 18 years of age and that you are not a person barred from accessing the Sites under the laws of the United States or any other country. TCP reserves the right to terminate your access in the event you violate these Terms. YOU ARE ENTIRELY RESPONSIBLE FOR ALL ACTIVITIES CONDUCTED IN CONNECTION WITH THE USE OF THE SITES ON YOUR DEVICE(S).
third-party sites and content
consent to electronic communications
By using the Sites, you agree that TCP may communicate with you electronically regarding your use of the Sites and related matters, and that any notices, agreements, disclosures or other communications that TCP sends to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent to your receipt of electronic notice, please notify TCP at: email@example.com
modifications and interruption to the sites
We reserve the right to modify or discontinue all or any portion of our Sites with or without notice to you. We will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to our Sites, or that our Sites will be error free. You understand that usage of our Sites may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
You may not engage in any of the following with regard to the Sites (including without limitation posting or transmitting content through the Sites):
(1) violate or encourage the violation of any local, state, national, or international law or regulation;
(2) collect or store Personal Data about other users of our Sites or solicit personal information from any individual without proper rights or consent of the individual;
(3) send or promote any message that is unlawful, libelous, defamatory, abusive, sexually explicit, threatening, vulgar, obscene, profane, disparaging regarding racial, gender or ethnic background, any statement that you have reason to know is false or misleading, or otherwise objectionable messages, as determined by TCP in its sole discretion;
(4) infringe any patent, trademark, trade secret, copyright, right of publicity or privacy, or other right of any party, or distribute any content you do not have a right to make available under any law or under contractual or fiduciary relationships;
(5) promote or distribute any unauthorized advertising, promotional materials, or material which can be characterized as “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or similar material, any request for or solicitation of money, goods, or Sites for private gain, or any information posted primarily for advertising, promotional, or other commercial purposes;
(6) disrupt or interfere with the security or use of the Sites or any websites or content linked to them;
(7) interfere with or damage the integrity of the Sites, including, without limitation, through the use of viruses, Trojan horses, harmful code, denial of service attacks, packet or IP spoofing, forged routing or email address information or similar methods or technology or disobey any requirements, procedures, policies, or regulations of networks connected to our Sites;
(8) use the Sites to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs or Trojan horses;
(9) attempt to use another user, person or entity, misrepresent your affiliation with a person or entity, including (without limitation) TCP or create or use a false identity;
(10) attempt to obtain unauthorized access to the Sites or portions thereof that are restricted from general access;
(11) use any meta tags or any other “hidden text” utilizing TCP name, trademarks, or product names;
(12) attempt to reverse engineer or otherwise derive or obtain the code in any form for any software used in the Sites;
(13) engage in any activity that interferes with any third party’s ability to use or enjoy the Sites; or
(14) assist any third party in engaging in any activity prohibited by these Terms.
Further, without our written consent, you may not:
(1) reproduce, duplicate, copy, sell, resell, create derivative works, or exploit for any commercial purpose any TCP content or any use of or access to the Sites;
(2) use any high volume, automated, or electronic means (including, without limitation, robots, spiders, scripts, or other automated devices) to access the Sites or monitor or copy our web pages or the content contained thereon;
(3) deep link to the Sites for any purpose; or frame the Sites, place pop-up windows over any content, or otherwise affect the display of the Sites;
(4) access the Sites in order to build a competitive website, product, or service; or
(5) reverse engineer any code or software used in relation to the Sites (to the extent such restriction is permitted by law).
disclaimer of warranties and limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, TCP, ITS RELATED ENTITIES, ITS SERVICE PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, RELATED TO OUR SITES.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SITES IS AT YOUR SOLE RISK. OUR SITES AND ALL CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE AGREED IN WRITING BETWEEN YOU AND TCP. THE COMPANY PARTIES ARE NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, ERRONEOUS DELETION, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF ANY SITES.
UNDER NO CIRCUMSTANCES, WILL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON ANY OF OUR SITES OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH ANY OF OUR SITES.
THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE COMPANY PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
You agree to indemnify and hold the Company Parties harmless from any claim or demand, including reasonable attorney's fees and costs, made by any third party due to or arising out of your use of our Sites in a manner not permitted by these Terms, including without limitation your actual or alleged violation of these Terms, or infringement of a third party’s intellectual property or other rights by you, or another user of our Sites using your computer, device or account.
sites restrictions, alterations and terminations
TCP shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Sites. TCP reserves the right, but shall not be required, to correct and delays, interruptions, errors or omissions. TCP may discontinue or alter any aspect of this Sites, including, but not limited to: (i) restricting the time of availability, (ii) restricting the availability and/or scope of the Sites for certain users, (iii) restricting the amount of use permitted, and (iv) restricting or terminating any user's right to use the Sites, at TCP's sole discretion and without prior notice or liability.
copyright and trademark information
All content, copyrightable material, and other intellectual property rights in the content available on our Sites, including without limitation design, text, graphics, interfaces, and the selection and arrangements thereof (collectively “Content”), are owned by TCP with all rights reserved, or in some cases may be licensed to TCP by a third party. This Content is protected by the intellectual property rights of TCP or those owners. All Content which qualifies for protection under U.S. Federal Copyright Law is subject to the exclusive jurisdiction of the Federal Court System, whether registered or unregistered. All trademarks displayed on our Sites are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of such parties. In addition, such use of trademarks or links to the websites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with TCP.
permitted use of the content
Any use of Content on the Sites, including without limitation reproduction for purposes other than those noted herein, modification, distribution, replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of TCP or under a separate agreement with TCP, is strictly prohibited. With the exception of search engines, you agree that you will not use any robot, spider, or other automatic device, to monitor or copy any Content without prior written permission of TCP. You may not make any use of Content owned by any third parties which is available on the Sites, without the express consent of those third parties.
Any content uploaded, posted, submitted, or otherwise made available by individual users of the Sites, including without limitation all files, documents and any other Content which does not originate with TCP ("User Content"), is the sole responsibility of the person who made such User Content available on the Sites. Under no circumstances will TCP be liable in any way for any User Content made available through the Sites by you or any third party.
If you believe that any Content on our Sites (including without limitation copyright, trademark, or other proprietary material) violates these Terms or is otherwise inappropriate, please report the Content by contacting us at: firstname.lastname@example.org
notification of claimed copyright infringement
If you find Content posted on our Services which you believe to be an infringement of the copyright ownership or other intellectual property rights of you or any third party, you are requested to immediately contact TCP’s Copyright Agent as described below. To report any alleged infringement, please contact us in writing by providing a signed statement containing the following information pursuant to the Digital Millennium Copyright Act (“DMCA”):
Your name, address, telephone number, and email address and, if you are acting on behalf of the owner of the intellectual property, the name of the owner;
(1) a statement made under penalty of perjury that you are the owner of the copyright or are authorized to act on behalf of the owner;
(2) a detailed description of the copyrighted work or other intellectual property that you claim has been infringed;
(3) if your claim is based on a registered work, the registration number, and the date of issuance of the registration;
(4) a description of the infringing material and the URL where such material is located on the Services, or a description of where on our Services you found such material;
(5) your written statement that you believe, in good faith, that the use of the work on our Services has not been authorized by the true owner of the work, its agent, or as a matter of law; and
(6) a statement that all the information you provided is true.
Please send your notice of alleged infringement containing to the foregoing to us:
NexWave Capital Partners LLC
100 Park Ave, 18th Fl
New York, NY 10017
Email: email@example.com subject line: “DMCA Notice”
In accordance with the DMCA, it is TCP’s policy to terminate use of our Services by repeat infringers in appropriate circumstances.
We welcome your comments and feedback about our Sites. All information and materials submitted to TCP through the Sites or otherwise, such as any comments, feedback, ideas, questions, designs, data, User Content, or the like regarding or relating to the Sites or the business of TCP (collectively, "Feedback"), will be considered NON-CONFIDENTIAL and NON-PROPRIETARY with regard to you, but TCP reserves the right to treat any such Feedback as the confidential information of TCP.
By submitting Feedback to TCP, you assign to the Company Parties, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in such Feedback. The Company Parties will be entitled to use any Feedback you submit, and any ideas, concepts, know-how or techniques contained in any such Feedback, for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and Sites using such Feedback without restriction and without compensating you in any way. You are responsible for the information and other content contained in any Feedback you submit to us, including, without limitation, its truthfulness and accuracy.
The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the New York. Except as provided in the “Arbitration” section below, each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in a federal court in the state and federal courts in the borough of Manhattan, New York, New York, and you irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by TCP.
By entering into Terms, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connected with these Terms must be asserted individually.
Any dispute arising out of or in any way relating to these Terms shall be resolved according to the laws of New York State and the United States, and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. The place of the arbitration will be in the borough of Manhattan, New York, New York unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of this section mandating arbitration shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Notwithstanding the foregoing, TCP shall be entitled to seek injunctive relief to stop unauthorized use of any confidential information or infringement of a TCP’s intellectual property rights. Disputes, claims, or controversies concerning TCP’s intellectual property rights or claims of piracy or unauthorized use of the Site shall not be subject to arbitration.
compliance with laws
You assume all knowledge of applicable law and you are responsible for compliance with any such laws. You may not use the Sites in any way that violates applicable state, federal, or international laws, regulations or other government requirements.
notice for california residents
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
change to these terms
We reserve the right, at any time, to modify, alter, or update these Terms without prior notice. You are encouraged to check this page regularly for changes to the Terms. Modifications will become effective immediately upon being posted to our Sites, without further notice to you. Your continued use of any of our Sites after such modifications are posted constitutes your acknowledgement and acceptance of such modifications, and you may not amend these Terms.
Assignment - These Terms will be binding upon each party hereto and its successors and permitted assigns. These Terms are not assignable or transferable by you without the prior written consent of TCP. You agree that these Terms and any other agreements referenced herein may be assigned by us, in our sole discretion, to a third party in the event of a merger or acquisition, or otherwise.
Integration - These Terms (including all of the policies described in these Terms, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter.
Waiver - No failure or delay by a party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
Severability - If any provision of these Terms is determined by a court of law to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent, and the invalid provision will be modified as necessary to make it valid and enforceable while as closely as possible reflecting the original intentions of TCP.
Limitation - You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Sites or relating to these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
No Relationship - No agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms.
Force Majeure - TCP will not be liable for any failure or deficiency in the performance or availability of the Sites by reason of the occurrence of any event beyond our reasonable control, including without limitation, a labor disturbance, an Internet outage, interruption of Site, communication outage, failure by a Site provider to TCP, fire, terrorism, natural disaster, pandemic, act of God, or war.
Feel free to contact us with questions or concerns using the appropriate address below.
NexWave Capital Partners LLC
100 Park Ave, 18 Fl
New York, NY 10017
Attn: Cara Weinrich