www.junipersquare.com Open in urlscan Pro
159.203.157.86  Public Scan

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JUNIPER SQUARE, INC. - REV. JANUARY 2017


TERMS OF USE




Welcome and thank you for visiting https://www.junipersquare.com (this
“Website”), a Website operated by Juniper Square, Inc., a Delaware corporation
(“Juniper Square”). The Website is operated by Juniper Square. By accessing or
using this Website, you as the user (“you”) agree to be bound by the following
terms and conditions (these “Terms”). Please read these Terms carefully before
using this Website. These Terms are a legally binding agreement between you and
Juniper Square. If you are a customer of Juniper Square or an end user accessing
an investor portal, additional and/or different terms of use may apply to you,
as indicated at the time you set up an account to access restricted portions of
the Website.

BY ACCESSING OR USING THIS WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD
AND AGREE TO THESE TERMS, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF
LIABILITY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE
TERMS. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MAY NOT USE THIS WEBSITE.

 1.  Use of this Website.
     1. License. On the condition that you comply with all of your obligations
        under these Terms, Juniper Square grants you a limited, revocable,
        nonexclusive, nonassignable, nonsublicenseable license and right to
        access this Website with a generally available web browser to view
        information and use this Website. Any other use of this Website is
        strictly prohibited and a violation of these Terms. Juniper Square
        reserves all rights not expressly granted in these Terms, including,
        without limitation, rights of title, ownership, intellectual property
        and all other rights and interests in this Website and all related
        items.
     2. Revision of these Terms. Juniper Square may revise these Terms at any
        time with or without additional notice to you. Such revised Terms will
        be effective when posted on this Website. You should revisit these Terms
        on a regular basis, as revised versions will be binding upon you. You
        understand and agree that your continued access to or use of this
        Website after the effective date of changes to these Terms indicates
        your acceptance of such revisions.
     3. Cessation of Service. Juniper Square reserves the right to modify,
        terminate and suspend the operation of this Website, as well as the
        provision of any or all products or services via this Website, without
        notice or liability, at any time and for any or no reason in its sole
        and absolute discretion.
     4. Risks Inherent in Electronic Mail. You understand that communications
        distributed by this Website may be distributed by electronic mail, which
        is by its nature insecure and unreliable. Electronic mail is subject to
        interception, misdirection and loss. In addition, an electronic mail
        message may be forwarded by its intended recipient to other unintended
        recipients. Any recipient of an electronic message sent by this Website
        may access the hyper-links to files contained on this Website, as this
        Website does not authenticate or validate the identity or authority of
        any person following a hyper-link contained in any such message.
 2.  Your Account.
     1. Account Creation. In order to access restricted portions of this Website
        (which may be governed by different Terms of Use and Privacy Policies),
        you are required to create an account on this Website (your “Account”)
        and provide your contact information. Juniper Square reserves the right
        to refuse or reject any request to create an account for you for any or
        no reason at Juniper Square’s sole discretion.
     2. Responsibility. You are solely responsible for your Account, your
        contact information and other information made available through your
        Account or otherwise via this Website (your “Information”). You assume
        all risks associated with your Information, including reliance on its
        quality, accuracy or reliability by any other person or entity.
     3. Termination.
        1. By You. You may terminate your Account at any time by contacting
           Juniper Square at legal@junipersquare.com.
        2. By Juniper Square. If Juniper Square has reason to suspect that you
           have breached these Terms, or that any of your Information is not
           authorized, correct, current and complete, Juniper Square may, in
           addition to taking or reserving any other remedies against you,
           terminate your Account. Juniper Square reserves the right to erase
           any or all of your Information from this Website, as well as to
           terminate your Account without notice or liability, at any time and
           for any or no reason in its sole and absolute discretion. Any
           suspension, termination or cancellation of your Account shall not
           affect provisions of these Terms, such as indemnification and
           limitations of liability, that are by their nature intended to
           survive such suspension, termination or cancellation.
     4. Prohibited Uses. You agree that:
        1.  you will not violate these Terms or any of Juniper Square’s rights
            or use this Website to violate the rights of any third party such as
            copyright or trademark rights;
        2.  you will use your true legal name and true electronic mail address,
            and only provide accurate and complete information on this Website;
        3.  you will provide at your cost all equipment, software, mobile access
            and Internet access necessary for you to use this Website;
        4.  you will copy information from this Website only as necessary for
            your personal, non-commercial use to view, save, print, fax or
            e-mail such information;
        5.  you will not otherwise reproduce, modify, distribute, display or
            provide access to this Website or its content;
        6.  you will not create derivative works from, decompile, disassemble or
            reverse engineer any portion of this Website;
        7.  you will not upload to or distribute through this Website any binary
            code, macros or other executable code, or any file that contains any
            viruses, Trojan horses or other components designed to commandeer,
            limit or harm the functionality of a computer;
        8.  you will not record, process or mine information about other users,
            or access, retrieve or index any portion of this Website;
        9.  you will not remove or modify any copyright or other intellectual
            property notices that appear on this Website;
        10. you will not access or use this Website in any manner that could
            damage, disable, overburden, place an unreasonable load on,
            interfere or attempt to interfere with the proper working of, or
            impair, this Website, its computer systems, network or the account
            of any other user;
        11. you will not attempt to gain unauthorized access to any parts of
            this Website or any user accounts, or any of this Website’s computer
            systems or networks;
        12. you will not use this Website in any way that is unlawful, harms
            Juniper Square’s business, Juniper Square’s service providers,
            licensors, representatives or any other user, or breaches any policy
            or notice on this Website;
        13. you will not impersonate another person or misrepresent your
            affiliation with another person or entity, such as by using another
            person’s user name, password or other account information or another
            person’s name, likeness, image or photograph;
        14. you will not charge any person for access to any portion of this
            Website or any information on this Website;
        15. you will not access this Website through automated queries (such as
            by screen or database scraping, spiders, robots, crawlers or any
            other automated activity with the purpose of obtaining information
            from this Website) without Juniper Square’s prior express written
            permission;
        16. you will not engage in “framing” or “mirroring,” or otherwise
            simulate the appearance or functionality of this Website; and
        17. you will not assist, encourage or enable others to do any of the
            preceding prohibited activities.
     5. Juniper Square’s Right to Use Your Information. As between you and
        Juniper Square, your information that you make available from time to
        time on the Website (collectively, “Your Information”) is owned by you.
        You hereby irrevocably grant Juniper Square a worldwide, perpetual,
        non-exclusive, royalty-free, fully paid-up, assignable, sublicensable,
        transferable rights to use, copy, publicly perform and display,
        reproduce, distribute, modify, translate, remove, analyze,
        commercialize, and prepare derivative works of Your Information in
        connection with the Website and the services provided to you by the
        Website.
 3.  Representations and Warranties. You represent and warrant that:
     1.  you are 18 years or older and you have all requisite rights and
         authority to use the Website and to enter into these Terms;
     2.  the performance of your obligations under these Terms will not violate,
         conflict with, or result in a default under any other agreement,
         including confidentiality agreements between you and third parties;
     3.  you will use the Website and services provided by the Website for
         lawful purposes only and subject to these Terms;
     4.  you are responsible for all use of the Website and services provided by
         the Website by persons accessing the Website and such services through
         your account;
     5.  you agree that Juniper Square will not be liable for any losses
         incurred as a result of a third party’s use of the Website and services
         provided by the Website associated with your account, regardless of
         whether such use is with or without your knowledge and consent;
     6.  you will not use the Website and services provided by the Website in
         any manner that could damage, disable, overburden or impair the
         Website, or interfere with use of the Website or services by others;
     7.  any information submitted to the Website or Juniper Square by you is
         true, accurate, and correct;
     8.  you understand that, except at expressly stated in these Terms, these
         Terms do not grant you any license to use, reproduce, distribute,
         display or provide access to any portion of this Website on third-party
         websites, or otherwise;
     9.  you will not attempt to gain unauthorized access to the Website or
         services provided by the Website, other accounts, computer systems, or
         networks under the control or responsibility of Juniper Square through
         hacking, cracking, password mining, or any other unauthorized means;
     10. you agree to immediately notify Juniper Square of any unauthorized use
         of your account of which you become aware;
     11. upon account creation, you are solely responsible for maintaining the
         confidentiality of your account names and password(s);
     12. you are not a competitor of Juniper Square and are not using the
         Website or services provided by the Website for reasons that are in
         competition with Juniper Square;
     13. if you use this Website in your capacity as an employee, owner or
         otherwise as an agent of another person or entity, you agree on behalf
         of yourself and such person or entity, jointly and severally, to be
         bound by these Terms;
     14. you will not impersonate another person or misrepresent your
         affiliation with another person or entity, including using another
         person’s username, password or other account information or another
         person’s name, likeness, image or photograph; and
     15. your consent to be bound to any Electronic Contract, whether by typing
         your name, checking a box, pressing a button, clicking through a link,
         or demonstrating other intent to be bound to such Electronic Contract,
         shall create a legal, valid and binding contract enforceable against
         you in accordance with its terms.
 4.  Intellectual Property.
     1. Content of this Website. Juniper Square owns all of the content that is
        made available in connection with this Website (the “Website Content”),
        including visual interfaces, interactive features, graphics, designs,
        databases and their data, computer code, products, software and all
        other elements and components of this Website. Juniper Square also owns
        the copyrights, trademarks, service marks, trade names and other
        intellectual and proprietary rights throughout the world associated with
        this Website and the Website Content, which are protected by copyright,
        trade dress, patent, trademark and other applicable intellectual
        property rights and laws. Notwithstanding the foregoing, Juniper Square
        agrees that Your Information provided by you under these Terms shall
        remain, as between you and Juniper Square, owned by you.
     2. Restrictions. You may not modify, reproduce, distribute, create
        derivative works or adaptations of, publicly display, perform or in any
        way exploit any of the Website Content in whole or in part, except as
        expressly authorized by the applicable rights holder. Except as
        expressly and unambiguously provided by these Terms, Juniper Square does
        not transfer to you any of Juniper Square’s technology or other
        intellectual property or technology rights. All right, title and
        interest in and to Juniper Square’s technology and intellectual property
        will remain solely with Juniper Square.
     3. Feedback. By providing ideas, suggestions, documents or proposals
        (“Feedback”) concerning this Website, you represent, warrant and agree
        that:
        1. your Feedback does not contain the confidential proprietary
           information of third parties,
        2. Juniper Square is not under any obligation of confidentiality,
           express or implied, with respect to the Feedback; and
        3. Juniper Square may have something similar to the Feedback already
           under consideration or in development
        
        You hereby grant Juniper Square a worldwide, perpetual, non-exclusive,
        royalty-free, fully paid-up, irrevocable, assignable, sublicensable,
        transferable license to use, modify, prepare derivative works of,
        publish, distribute and sublicense all Feedback, and you irrevocably
        waive, and cause to be waived, against Juniper Square and the users of
        this Website, all claims and assertions of any moral rights contained in
        such Feedback.
 5.  Privacy. Juniper Square respects your privacy and limits the sharing of
     data about you with third parties. Please consult Juniper Square’s Privacy
     Policy for more information. By agreeing to these Terms, you acknowledge
     and consent to the use, sharing and disclosure of your personal information
     and data as described in such Juniper Square Privacy Policy, as it may be
     amended from time to time.
 6.  Indemnification. You agree to indemnify, defend and hold Juniper Square, as
     well as Juniper Square’s parents, subsidiaries, affiliates, any related
     companies, suppliers, licensors and partners, including the shareholders,
     officers, directors, employees, agents and representatives of each of them
     (collectively, the “Juniper Square Parties”) harmless from any and all
     claims, liability, damages and costs (including, but not limited to,
     attorneys’ fees) arising out of or relating to:
     1. your access to or use of this Website;
     2. your violation of these Terms, including without limitation your breach
        of any representation or warranty;
     3. your infringement, or the infringement of any third party using your
        Account, of any intellectual property or other right of any person or
        entity; or
     4. the nature and content of all materials, Electronic Contracts, works,
        data, statements and other visual, graphical, written or audible
        communications of any nature submitted by you or otherwise processed
        through your Account.
        
        Juniper Square reserves the right to, but is not obligated to, assume
        the exclusive defense and control of any matter for which you are
        required to indemnify the Juniper Square Parties, and you agree to
        cooperate with Juniper Square’s defense of such claims. You agree not to
        settle any such matter without Juniper Square’s prior written consent.
        Juniper Square will use reasonable efforts to notify you of any such
        claim, action or proceeding when Juniper Square becomes aware of it.
        Each of the Juniper Square Parties is an express third party beneficiary
        of this indemnification provision, with full rights to enforce its
        terms.
 7.  Third Party Services. This Website includes links to third-party products,
     services and websites, as well as materials provided by third parties
     (collectively, “Third-Party Content”). Neither these Terms nor this Website
     endorse or take responsibility for any Third-Party Content. You agree that
     the Juniper Square Parties are not responsible for the availability or
     contents of Third-Party Content. You understand that the Juniper Square
     Parties have no obligation to, and generally do not, approve or monitor
     materials provided by third parties through this Website. Your use of
     Third-Party Content is at your own risk.
 8.  Limitations of Liability.
     1. No Consequential Damages. Juniper Square shall not be liable for any
        indirect, special, incidental, exemplary, punitive or consequential loss
        or damage of any kind, including without limitation, lost business or
        profits, whether arising in tort (including negligence), equity, breach
        of contract or otherwise (and whether or not such damages are
        foreseeable or Juniper Square has been advised of the possibility of
        such loss or damage). In no event will any of the officers, trustees,
        directors, partners, employees, consultants, beneficiaries, joint
        venturers, members, stockholders or other principals or representatives
        of Juniper Square, ever be personally liable to you under, arising out
        of, or related to these Terms (including for direct or consequential
        damages), and you hereby waive the right to recover damages from any
        such persons.
     2. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY
        CONTAINED IN THIS AGREEMENT, THE JUNIPER SQUARE PARTIES’ MAXIMUM
        AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS
        AND THE WEBSITE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE
        ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, EQUITY,
        TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF THE THEORY
        OF LIABILITY. If applicable law limits the application of the above
        limitation of liability, Juniper Square’s liability will be limited to
        the maximum extent permitted by law.
 9.  DISCLAIMER OF WARRANTIES. THIS WEBSITE IS PROVIDED “AS IS,” AND JUNIPER
     SQUARE: (i) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER
     EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS
     TO ANY MATTER WHATSOEVER; (ii) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES
     OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY,
     AND TITLE; AND (iii) DOES NOT WARRANT THAT THIS WEBSITE IS OR WILL BE
     ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL
     BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THIS
     WEBSITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION
     OR WARRANTY ON BEHALF OF JUNIPER SQUARE TO ANY THIRD PARTY. USE OF THIS
     WEBSITE IS AT YOUR SOLE RISK. JUNIPER SQUARE MAKES NO GUARANTY OF
     CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED
     ON THIS WEBSITE. Because some states and jurisdictions do not allow
     limitations on implied warranties, the above limitation may not apply to
     you. In such event, such warranties are limited to the minimum warranty
     period allowed by the applicable law. Without limiting the generality of
     the foregoing, Juniper Square does not make any warranty of any kind with
     respect to freedom from patent, trademark, or copyright infringement, or
     theft of trade secrets and Juniper Square does not assume any liability
     hereunder for any infringement of any patent, trademark, or copyright
     arising from the use of the Website or rights granted or provided by
     Juniper Square hereunder.
 10. Miscellaneous.
     1.  Governing Law. These Terms shall be governed by the laws of the State
         of California, regardless of conflict of laws principles.
     2.  Arbitration. Any dispute, controversy or claim arising out of or in
         connection with or relating to your use of this Website or these Terms,
         or any breach or alleged breach these Terms, shall be submitted to a
         single arbitrator and settled by binding arbitration pursuant to the
         Commercial Rules then in effect of the American Arbitration
         Association. Any such controversy or claim shall be arbitrated on an
         individual basis, and shall not be consolidated in any arbitration with
         any claim or controversy of any other party. The arbitration shall be
         conducted in the City and County of San Francisco, California. Judgment
         upon the award may be entered in any court of competent jurisdiction.
         EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
         RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING
         OUT OF, UNDER OR IN CONNECTION WITH THESE TERMS.
     3.  Export Laws. You acknowledge that technology utilized by this Website
         and any related products, information, documentation, software,
         technology, technical data, and any derivatives thereof, that Juniper
         Square makes available to its users (collectively “Excluded Data”), may
         be subject to export control laws and regulations of the United States
         and other jurisdictions (collectively “Export Laws”). You represent and
         warrant that: (i) you are not located in, under the control of, or a
         national or resident of an embargoed country or prohibited end user
         under Export Laws; and (ii) you will not access, download, use, export
         or re-export, directly or indirectly, the Excluded Data to any
         location, entity, government or person prohibited by export laws,
         without first complying with all Export Laws that may be imposed by the
         U.S. Government and any country or organization of nations within whose
         jurisdiction it operates or does business. You are solely responsible
         for complying with Export Laws for all Excluded Data and any of its
         content transmitted through the Website and Services. You shall advise
         Juniper Square in the event the Excluded Data requires Juniper Square
         to obtain additional licenses, permits and/or approvals from any
         government in the jurisdiction where you intend to use the Website or
         Services. Upon being advised of such a requirement, Juniper Square may
         at its sole discretion: (a) terminate your Account; (b) obtain such
         licenses, permits, and/or approvals as may be required; or (c) modify
         these Terms such that additional licenses, permits, and/or approvals
         are no longer required to be obtained by Juniper Square.
     4.  No Assignment. These Terms, and any rights or obligations under these
         Terms, are not assignable, transferable or sublicensable by you except
         with Juniper Square’s prior written consent, but may be assigned or
         transferred by Juniper Square without restriction. Any attempted
         assignment by you shall violate these Terms and be void. Juniper Square
         may assign these Terms of Use without your consent.
         
     5.  Beneficiaries. Except as otherwise expressly stated in these Terms,
         nothing in these Terms is intended to, nor will be deemed to, confer
         rights or remedies upon any third party.
     6.  Amendments; Waivers. Juniper Square may modify these Terms as provided
         in Section 1(b) (Revision of these Terms). These Terms may not be
         modified, amended, terminated or waived, in whole or in part, by you
         except by a written instrument signed by Juniper Square. Except as
         expressly set forth herein, any failure of a party to take action in
         response to any breach of these Terms by the other party shall not
         constitute a waiver of such breach or of performance required by the
         other party; and no waiver of any provision of these Terms shall
         constitute a waiver of any other provision (whether or not similar),
         nor shall such waiver constitute a continuing waiver unless expressly
         provided therein.
     7.  Force Majeure. Neither party will be liable for, or be considered to be
         in breach of or default under these Terms on account of any delay or
         failure to perform as required by these Terms as a result of any cause
         or condition beyond such party’s reasonable control, so long as such
         party uses all commercially reasonable efforts to avoid or remove such
         causes of non-performance or delay.
     8.  Notices. To send notices to Juniper Square, or if you have any
         questions regarding these Terms, please contact Juniper Square at
         legal@junipersquare.com. Juniper Square may provide you with notices,
         including notices of changes to these Terms, by electronic mail,
         regular mail or communications through this Website.
     9.  Entire Agreement. These Terms contain the entire agreement between the
         parties with respect to the subject matter hereof, and supersedes all
         prior and contemporaneous representations, promises, agreements and
         understandings, whether oral or written, between the parties concerning
         the subject matter hereof. You may from time to time enter into binding
         legal agreements relating to certain services available through the
         Website, which may have terms that are different from those of these
         Terms. In the event of any inconsistency, the terms of such other
         agreement shall control with respect to such services.
     10. Severability. If any provision of these Terms is deemed to be invalid
         or unenforceable, the remaining provisions of these Terms shall be
         valid and binding and of like effect as though such provision were not
         included.

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