ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Except as otherwise noted on the Services, all content and material on the Services — including information, photos, podcasts, blog posts, videos, graphics/charts, icons, code, design, and overall appearance — are the property of Dragonfly Capital and should not be used, modified, or reproduced without our prior written consent. All trademarks, trade names, and logos displayed on the Services are the property of Dragonfly Capital, its affiliates, or their respective third-party owners, and the Services grants no license to them. The Services are intended solely to provide general information about Dragonfly Capital, its services to entrepreneurs, and its people. Nothing in the Services is directed at nor should be relied upon by any investors or prospective investors in any vehicle managed by Dragonfly Capital. Dragonfly Capital does not intend to solicit or make its investment advisory services available to the general public. You will only use the Services you obtain for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.
Children’s Online Privacy Protection Act The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at firstname.lastname@example.org.
Submissions to Dragonfly Capital Due to the large number of business plan ideas and related materials that Dragonfly Capital reviews, and the similarity of many such plans and materials, we cannot agree to obligations of confidentiality, non-use, or non-disclosure with regard to any information or materials submitted or provided to or otherwise shared with us. By submitting information or materials to Dragonfly Capital, you (or anyone acting on your behalf) agree that any such information or materials will not be considered confidential or proprietary, and that Dragonfly Capital is free to use it without condition. In no event will Dragonfly Capital be limited in, or restricted from, the pursuit of any opportunities, either alone or with third parties.
Titles Although certain individuals are identified in the Services as “Partners” or “General Partners,” such titles are not intended to indicate that any such individual is actually a partner or general partner of any partnership as those terms are used for legal purposes. Such titles should not be construed to indicate that an individual has any ownership interest in Dragonfly Capital or an Dragonfly Capital affiliate nor should such titles be construed to indicate that an individual has any particular decision-making authority or responsibility.
Legal Notices You are responsible for all information, content, and materials you contribute, disclose, or share in any manner on or through the Services and you represent and warrant you have all rights necessary to do so. You are responsible for all your activity in connection with the Services. Nothing on the Services constitutes professional or financial advice of any kind (including business, employment, investment advisory, accounting, tax, and/or legal advice). Advice from a suitably qualified professional should always be sought in relation to any particular matter or circumstance. Nothing on the Services constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. You acknowledge and agree that neither Dragonfly Capital nor any other person (including, without limitation, any affiliate of Dragonfly Capital) is in any way obligated to invest in any business you are associated with or offer you to invest in any Dragonfly Capital entity or affiliate. Further, Dragonfly Capital makes no representation, warranty, or guarantee that any use of its services will result in your employment or engagement as a consultant or receiving career development services of any kind. THE SERVICES AND THE INFORMATION CONTAINED THEREIN ARE PROVIDED “AS IS.” NEITHER DRAGONFLY CAPITAL NOR ANY OF ITS AFFILIATES IS PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICES. DRAGONFLY CAPITAL AND ITS AFFILIATES DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR A PARTICULAR PURPOSE. DRAGONFLY CAPITAL AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION AND MATERIALS CONTAINED ON THE SERVICES AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND INFORMATION.
To the fullest extent allowed by applicable law, under no circumstances and regardless of the form of action, whether in contract, warranty, tort (including negligence), strict liability, or otherwise, will Dragonfly Capital or its affiliates be liable to you or any other person for (i) any amount in excess of $100 or (ii) any consequential, incidental, special, punitive, or exemplary damages, regardless of whether Dragonfly Capital or its affiliates have been apprised of the likelihood of such damages occurring. To the fullest extent allowed by applicable law, you agree to indemnify and hold Dragonfly Capital, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third-party claims relating to (a) your use of the Services (including any actions taken by a third-party using your account), and (b) your violation of these Terms. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of California, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Dragonfly Capital and limits the manner in which you can seek relief from Dragonfly Capital. Both you and Dragonfly Capital acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Dragonfly Capital officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Dragonfly Capital will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Dragonfly Capital will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or Dragonfly Capital may assert claims, if they qualify, in small claims court in San Francisco County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND DRAGONFLY CAPITAL WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Dragonfly Capital are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Dragonfly Capital over whether to vacate or enforce an arbitration award, YOU AND DRAGONFLY CAPITAL WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Dragonfly Capital is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address:
66 Franklin Street,
Oakland, CA 94607
postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Dragonfly Capital to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Dragonfly Capital agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco County, California, or the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Dragonfly Capital.