Republic Capital Sites Terms of Service

REPUBLIC CAPITAL ADVISER LLC (“REPUBLIC CAPITAL”, “WE”, “US”, “OUR” AND THE “COMPANY”) OPERATES THIS WEBSITE, WWW.REPUBLICCAPITAL.CO (THE “SITE”).

THE TERMS AND CONDITIONS SET FORTH BELOW (“TERMS”) GOVERN YOUR USE OF THE SITE AND SERVICES OFFERED THROUGH THE SITE (THE “SERVICES”). THESE TERMS ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND SERVICES RELATING TO THE SITE. SOME OF THESE TERMS SURVIVE YOUR USE OF THE SITE.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITE AND THE RELATED SERVICES. YOUR USE OF THE SITE AND THE RELATED SERVICES SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.

YOU AGREE THAT REPUBLIC CAPITAL MAY MAKE CHANGES TO THE TERMS AND SERVICES OFFERED ON THIS SITE AT ANY TIME. WE WILL NOTIFY YOU OF ANY SUCH MATERIAL REVISIONS BY, BUT NOT LIMITED TO, (I) POSTING AN UPDATED VERSION OF THESE TERMS ON THE SITE, (II) PROVIDING A NOTIFICATION OF THE CHANGES TO ALL REGISTERED USERS OF THIS SITE AND (III) DISCLOSING NEW TERMS ELSEWHERE ON THE SITE WHEN APPROPRIATE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE SITE AND THE ASSOCIATED SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES TO THE TERMS.

By using the Site, you agree to these Terms. You agree the Terms are solely between you (and any person or entity you expressly represent to be acting as an agent for) and Republic Capital. Failure to maintain compliance with the Terms may result in losing access to the Site and the Services.

Visitors to the Site may view content, broadly defined as any text, graphics, other materials or information uploaded, downloaded or otherwise accessible through the Site (“Content”). Visitors to the Site may open an account as a “User” (a person who has an account on the Site that can neither accept nor make investments). The only people who are authorized to create accounts on the Site are authorized representatives of actual participants in the funds organized by Republic Capital (each a “Fund”) and prospective investors with a substantial background in investment, financial markets and early-stage business, who understand the relevant risks and legal terms and are willing to bear the consequences. Please see ‎Section 4.01 Account Registration and Password Protection for further information regarding the use and safeguarding of your User ID and passwords.

Table of Contents

  1. Use of Services
  2. General Obligations
  3. Miscellaneous Terms
    1. Account Registration and Use
    2. Third-Party Content
    3. Privacy Policy
    4. California Users
    5. Amendments to the Terms
    6. Governing Law/Waiver of Injunctive Relief

Use of Services

By accessing the Site, you agree to (i) ensure at all times that information about you, provided by you or generated by you (i.e., your Content) is true, accurate, current, complete and not misleading; and (ii) promptly comply with Republic Capital’s request for specific action(s) or additional information. You are responsible for all activities that occur under your account. Republic Capital may revoke your access to the Site and Services at any time it determines that (a) you fail to fully comply with the foregoing obligations or with any provision of these Terms of Services, or (b) your action or inaction on the Site or in connection with the Services is inconsistent with Republic Capital’s mission to ensure transparent, compliant and good faith activities on the Site, including the maintenance of high standards of commercial conduct and integrity.

General Obligations

Aside from your Content, all information, documents and Services provided on this Site, including trademarks, logos, graphics and images (the “Materials”) are provided to you by Republic Capital or other Users. Except as expressly stated herein, you acknowledge that you have no right, title or interest in or to the Materials. Any Content you distribute through the Site or otherwise provide through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to Republic Capital in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with Republic Capital, is hereby licensed to Republic Capital on a nonexclusive, worldwide, royalty-free, irrevocable, perpetual basis.

Miscellaneous Terms

Account Registration and Use

Prior to gaining access to certain Services on the Site, Republic Capital will require you to set up a User ID and password (the “Password(s)”) as set forth in the account registration procedures posted on the Site. Your User ID must be a name you have the right to use. You agree to comply with the procedures specified by Republic Capital from time to time regarding obtaining and updating Passwords for your User ID. You agree to assume sole responsibility for the security of Passwords issued to you. Passwords are subject to cancellation or suspension by Republic Capital at any time, including upon the misuse of any and the re-issuance or reactivation of Passwords. You agree to ensure that you will use your best efforts to prevent any Third-Party from obtaining your Passwords, and you shall inform Republic Capital immediately in writing of any actual or potential unauthorized access to a Password or to the Site and/or Services.

In order to make investment commitments, you will be required to have a valid payment method associated with your account. If you have multiple payment methods associated with your account, you will be required to select the payment method you would like to use for each investment commitment made through your account. You are responsible for all charges to the payment method you select when making an investment commitment and disclaim all rights to seek reimbursement for overdraft fees or any other charges you may incur by changing your payment method after an investment commitment has been made.

Third-Party Content

Third-parties may provide certain information and content to Republic Capital (“Third-Party Content”). The Third-Party Content is, in each case, the copyrighted work of the creator/licensor, and may be subject to terms of use and/or privacy policies of such third-parties. Please contact the appropriate Third-Party for further information regarding such terms.

The Site may provide links to other websites or resources over which Republic Capital does not have control (“External Websites”). Such links do not constitute an endorsement by Republic Capital of those External Websites. You acknowledge that Republic Capital is providing these links to you only as a convenience, and further agree that Republic Capital is not responsible for the content of such External Websites. If you decide to leave Republic Capital and access the External Websites or to use or install any External Website applications, software or content, you do so at your own risk and you should be aware that Republic Capital’s 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 Republic Capital or relating to any applications you use or install from the Site. Your use of External Websites is subject to the terms of use and privacy policies located on the linked to External Websites.

Privacy Policy

Your use of the Site is governed by the Republic Capital Privacy Policy that is available at https://republiccapital.co/privacy (the “Privacy Policy”), which may be amended from time to time.

California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Republic Capital must be sent via certified mail to: Republic Capital, Legal Department, 149 E 23rd St #2001, New York, NY 10010. Furthermore, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Amendments to the Terms

We may amend the Terms at any time in our sole discretion, effective upon posting the amended Terms at the domain of www.Republic Capital.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to the Terms.

Governing Law/Waiver of Injunctive Relief

  1. Governing Law/Venue. The Terms and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law`s provisions) regardless of your location except that the arbitration provision shall be governed by each respective member of the Republic Capital ecosystem’s arbitration policy. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in New York, NY and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of Republic Capital, or if no such address has been provided, by email to the email address provided by the relevant parties to Republic Capital in connection with their use of the Service. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in New York, NY and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in New York, NY.
  2. Injunctive and Equitable Relief. You acknowledge that the rights granted to Republic Capital through the use of Site are of a unique and irreplaceable nature, the loss of which shall irreparably harm Republic Capital and which cannot be replaced by monetary damages alone. Nothing in these Terms shall prevent Republic Capital from seeking injunctive or equitable relief (without the obligations of posting any bond or surety) with respect to these Terms, in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
  3. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms ("Dispute"), you and Republic Capital agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Republic Capital, Legal Department, 149 E 23rd St #2001, New York, NY 10010.
  4. Binding Arbitration. If you and Republic Capital are unable to resolve a Dispute through informal negotiations, either you or Republic Capital may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. You thereby agree to arbitrate any controversy or claim before in the State of New York. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. FURTHER, YOU UNDERSTAND THAT INDIVIDUAL ENTITIES THAT USE THE SITE, INCLUDING BUT NOT LIMITED TO THE PORTAL AND THE BROKER, MAY HAVE ADDITIONAL OR DIFFEREING ARBITRATION PROVISIONS, WHICH SHALL GOVERN YOUR RELATIONSHIP WITH THOSE SPECIFIC ENTITIES.

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

    1. All parties to the Terms 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 twenty (20) days prior to the first scheduled hearing date.
    5. The panel of arbitrators may 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 for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
    7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into the Terms.
    8. 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: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the investor 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 the Terms except to the extent stated herein.

    As you consent to the Terms by your use of the Site, you acknowledge that you can locate this pre-dispute arbitration clause using a search function on your webpage and that you have received a copy of this pre-dispute arbitration clause by or through your access of the Site. We can provide you proof of when you consented to the Terms, specifically this pre-dispute arbitration clause within ten (10) business days of receipt of your request, we will provide you with a copy of any pre-dispute arbitration clause or agreement executed between you and us. Upon your written request, we will provide you with the names of, and information on how to contact or obtain the rules of, all arbitration forums in which a claim may be filed under the Terms.

    Except as otherwise provided in these Terms, you and Republic Capital may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and any enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrator(s) shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance. You and we agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity.

  5. Restrictions/No Class Actions. Except as prohibited by law or applicable rule, you and Republic Capital agree that any arbitration shall be limited to the Dispute between Republic Capital and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) 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.
  6. Exclusive Process. You acknowledge that the arbitrator(s), and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of the Terms, including but not limited to any claim that all or any part of these Terms are void or voidable. Without limiting the generality of the foregoing, the arbitrator shall have the exclusive authority to interpret the scope of this clause, and the arbitrability of the controversy, claim or dispute.
  7. Exceptions to Informal Negotiations and Arbitration. You and Republic Capital agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Republic Capital`s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this ‎Section 4.06(g) shall remain in full force.
  8. Waiver/Severability. The failure of Republic Capital to require or enforce strict performance by you of any provision of the Terms or to exercise any right thereunder shall not be construed as a waiver or relinquishment of Republic Capital`s right to assert or rely upon any such provision or right in that or any other instance. In fact, Republic Capital may choose to enforce certain portions of the Terms more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with the Terms as so interpreted. You and Republic Capital agree that if any portion of the Terms are found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
  9. Statute of Limitations. You and Republic Capital both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, these Terms or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
  10. No Third-Party Beneficiaries. This agreement is between you and Republic Capital. No User has any rights to force Republic Capital to enforce any rights it may have against any you or any other user.
  11. Government Use. If You are a part of an agency, department, or other entity authorized by the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services and any related software are "commercial item," "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Services by the Government shall be governed solely by these Terms.
  12. Indemnification. You agree to defend, indemnify and hold harmless Republic Capital and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses, including attorneys` fees, that arise out of or in connection with your use of the Site and/or the Services or breach of these Terms.
  13. Disclaimer of Warranty. YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND/OR THE SERVICES ARE BEING PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND MAY INCLUDE CERTAIN ERRORS, OMISSIONS, OUTDATED INFORMATION WHICH MAY AFFECT THE QUALITY OF THE CONTENT. YOU ACKNOWLEDGE THAT THE CONTENT HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY REPUBLIC CAPITAL, AND AGREE THAT REPUBLIC CAPITAL DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE CONTENT AND FURTHER AGREE THAT REPUBLIC CAPITAL HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT, WHETHER PROVIDED BY REPUBLIC CAPITAL OR ITS LICENSORS. REPUBLIC CAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE’S UP TIME NOR THE USABILITY OR ACCESSBILITY OF THE SITE BY USERS OF THE SITE. REPUBLIC CAPITAL, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENT AND ANY THIRD-PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR THE SERVICES AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" BASIS AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED. REPUBLIC CAPITAL PROVIDES THE SERVICES "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND. WE MAKE NO REPRESENTATION THAT THE CONTENT ON THE SITE CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THE SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.
  14. Limitation of Liability. IN THE CASE OF NEGLIGENCE, NEITHER REPUBLIC CAPITAL, NOR ANY OF ITS AFFILIATES, NOR ANY PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, THIRD-PARTY PROVIDERS, OR CONTENT PROVIDERS OF THE FOREGOING SHALL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, TECHNICAL ERRORS, ACCIDENTAL ERRORS, YOUR INABILITY TO ACCESS THE SITE, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES, OR ANY EXTERNAL WEBSITES LINKED TO THE SITE, OR THE CONTENT ON THE SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF REPUBLIC CAPITAL WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT REPUBLIC CAPITAL OR ANY OF ITS PARTNERS, AGENTS, THIRD-PARTY PROVIDERS OR CONTENT PROVIDERS ARE FOUND TO BE GROSSLY NEGLIGENT OR WILLFUL IN THEIR MISCONDUCT, BY AN ARBITRATOR AUTHORIZED TO ACT BY THESE TERMS, DAMAGES WILL BE LIMITED TO $0.01.
  15. E-Signature (E-Sign), E-Delivery and Uniform Electronic Transactions Act (UETA) Disclosure. THIS E DISCLOSURE AND CONSENT IS PROVIDED IN COMPLIANCE WITH THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, 15 USC §7001, ET SEQ. (“E-SIGN ACT”) AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT, AS ADOPTED BY THE VARIOUS STATES. BY USING THIS Site, VISITORS AND USERS THEREBY AGREE TO THESE TERMS IN THEIR ENTIRETY, WHICH MAY BE AMENDED FROM TIME TO TIME. RELEVANT AGREEMENTS GOVERNING SPECIFIC TRANSACTIONS AND ACTIVITIES ON THE Site ARE TYPICALLY AGREED TO VIA ELECTRONIC SIGNATURES, EVIDENCED BY THE RELEVANT PARTIES SELECTING THE "ACCEPT" BUTTON OR CONFIRMING VIA OTHER FORMS OF ELECTRONIC COMMUNICATION (“ELECTRONIC SIGNATURE”). YOU AGREE YOUR ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF YOUR MANUAL/HANDWRITTEN SIGNATURE. BY SELECTING "I ACCEPT" USING ANY DEVICE, MEANS OR ACTION, YOU CONSENT TO THE LEGALLY BINDING TERMS AND CONDITIONS OF THE RELEVANT AGREEMENT. YOU ALSO AGREE THAT NO CERTIFICATION AUTHORITY OR OTHER THIRD-PARTY VERIFICATION IS NECESSARY TO VALIDATE YOUR E-SIGNATURE, AND THAT THE LACK OF SUCH CERTIFICATION OR THIRD-PARTY VERIFICATION WILL NOT IN ANY WAY AFFECT THE ENFORCEABILITY OF YOUR E-SIGNATURE OR THE RELEVANT AGREEMENT. YOU HAVE THE RIGHT TO WITHDRAW YOUR CONSENT AT ANY TIME. TO WITHDRAW CONSENT, YOU MAY SEND A WRITTEN REQUEST BY E-MAILING PRIVACY@REPUBLIC.CO. IF CONSENT IS WITHDRAWN, REPUBLIC CAPITAL RESERVES THE RIGHT TO DISCONTINUE YOUR ACCESS TO THE SITE, TERMINATE ANY AND ALL AGREEMENTS WITH YOU OR OTHER PARTIES HOSTED ON THE SITE, AND/OR CHARGE YOU ADDITIONAL FEES FOR PAPER COPIES. IF, AFTER YOU CONSENT TO PROVIDE YOUR SIGNATURE ELECTRONICALLY, AND YOU WOULD LIKE A PAPER COPY OF AN ELECTRONIC SIGNATURE, YOU MAY REQUEST A COPY WITHIN ONE HUNDRED EIGHTY (180) DAYS OF THE ELECTRONIC SIGNATURE BY CONTACTING REPUBLIC CAPITAL AS DESCRIBED ABOVE. REPUBLIC CAPITAL WILL SEND YOUR PAPER COPY TO YOU BY U.S. MAIL. IN ORDER FOR REPUBLIC CAPITAL TO SEND PAPER COPIES TO YOU, YOU MUST HAVE A CURRENT STREET ADDRESS ON FILE WITH REPUBLIC CAPITAL AS YOUR PRIMARY MAILING ADDRESS. IF YOU REQUEST PAPER COPIES, YOU UNDERSTAND AND AGREE THAT REPUBLIC CAPITAL MAY CHARGE YOU A PAPER COMMUNICATIONS FEE FOR EACH COMMUNICATION AT THE CURRENT RATE DETERMINED BY THE COMPANY.
  16. Consent to Electronic Delivery. AS A USER OF THE SITE, YOU SPECIFICALLY AGREE TO RECEIVE, OBTAIN, AND/OR SUBMIT ANY AND ALL DOCUMENTS AND INFORMATION ELECTRONICALLY. THESE DOCUMENTS AND INFORMATION WILL BE COLLECTIVELY KNOWN AS “ELECTRONIC COMMUNICATIONS,” AND WILL INCLUDE, BUT NOT BE LIMITED TO, ANY AND ALL CURRENT AND FUTURE REQUIRED NOTICES AND/OR DISCLOSURES, AND ALL RELEVANT AGREEMENTS RELATING TO YOUR ACTIVITIES ON THE SITE. YOU ACCEPT ELECTRONIC COMMUNICATIONS PROVIDED VIA EMAIL AS REASONABLE AND PROPER NOTICE FOR THE PURPOSE OF FULFILLING ANY AND ALL RULES AND REGULATIONS AND AGREE THAT SUCH ELECTRONIC COMMUNICATIONS FULLY SATISFY ANY REQUIREMENT THAT COMMUNICATIONS BE PROVIDED TO YOU IN WRITING OR IN A FORM THAT YOU MAY KEEP. AS A USER OF THE SITE, YOU ARE RESPONSIBLE FOR KEEPING YOUR PRIMARY EMAIL ADDRESS ON FILE WITH REPUBLIC CAPITAL UP TO DATE, SO THAT REPUBLIC CAPITAL CAN COMMUNICATE WITH YOU ELECTRONICALLY. YOU UNDERSTAND AND AGREE THAT IF REPUBLIC CAPITAL SENDS YOU AN ELECTRONIC COMMUNICATION, BUT YOU DO NOT RECEIVE IT BECAUSE YOUR PRIMARY EMAIL ADDRESS ON FILE IS INCORRECT, OUT OF DATE, BLOCKED BY YOUR INTERNET SERVICE PROVIDER, OR YOU ARE OTHERWISE UNABLE TO RECEIVE ELECTRONIC COMMUNICATIONS, REPUBLIC CAPITAL STILL WILL BE DEEMED TO HAVE PROVIDED THE COMMUNICATION TO YOU.
  17. Notice and Procedure for Making Claims of Intellectual Property Infringements.
    1. Respect of Third-Party Rights. Republic Capital respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Site.
    2. Repeat Infringer Policy. Republic Capital’s intellectual property policy is to (i) remove or disable access to material that Republic Capital believes in good faith or upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third-party by being made available through the Site; and (ii) remove any User Content uploaded to the Site by “repeat infringers.” Republic Capital considers a “repeat infringer” to be any User that has uploaded User Content or Feedback (as defined in Section ‎11) to or through the Site and for whom Republic Capital has received more than two takedown notices in compliance with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. Republic Capital has discretion, however, to terminate the Profile of any User after receipt of a single notification of claimed infringement or upon Republic Capital’s own determination.
    3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Republic Capital with the User alleged to have infringed a right you own or control, and you hereby consent to Republic Capital making such disclosure. Your communication must include substantially the following:
      1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
      2. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
      3. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Republic Capital to locate the material;
      4. Information reasonably sufficient to permit Republic Capital to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;
      5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
      6. A statement that the information in the notification is accurate, and under penalty of perjury, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
    4. Designated Agent Contact Information. Republic Capital’s designated agent for receipt of Notifications of Claimed Infringement (the "Designated Agent") can be contacted at:

      Republic Capital

      ATTN: Legal Department Republic Capital

      149 E 23rd St #2001

      New York, NY 10010

      E-mail: legal@republic.co

    5. Counter Notification. If you receive a notification from Republic Capital that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Republic Capital with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Republic Capital’s Designated Agent through the methods identified in Section ‎8(d) and include substantially the following information:
      1. A physical or electronic signature of the User;
      2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
      3. A statement under penalty of perjury that the User has 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
      4. The User’s name, address and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the User’s address is outside of the United States, then for any judicial district in which Republic Capital may be found, and that the User will accept service of process from the person who provided the Notification of Claimed Infringement or an agent of such person.

        A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

    6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Republic Capital in response to a Notification of Claimed Infringement, then Republic Capital will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Republic Capital will replace the removed User Content or Feedback or cease disabling access to it in 10 business days, and Republic Capital will replace the removed User Content or Feedback and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of the Counter Notification, unless Republic Capital’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Republic Capital’s system or network.
    7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides that: [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Republic Capital relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. § 512(f).
  18. Mobile Sites. The Site is accessible via mobile phone, tablet or other wireless device (collectively, “Mobile Sites”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Sites. You are solely responsible for all costs you incur from accessing the Mobile Sites. In addition, downloading, installing, or using certain Mobile Sites may be prohibited or restricted by your mobile carrier, and not all Mobile Sites may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Sites are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Sites, and how much use of the Mobile Sites will cost you. All use of the Site and the related Mobile Sites must be in accordance with this Agreement.

Effective Date: These Terms are effective as of November 4th, 2022

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