Terms & Conditions

Please review these Terms and Conditions carefully before accessing the Dawntreader Ventures website (the "Site"). These Terms and Conditions as set forth below apply to and govern the Site and services offered on the Site. Your use of the Site constitutes your agreement to be bound by these Terms and Conditions.

"You" refers to the individual accessing and using the Site, and, if you are accessing and using the Site on behalf of a corporation, partnership, limited liability company, business trust or other business entity, then "you" also includes that entity. "Dawntreader Ventures", the "Company", "us", "we" or "our" refers to Dawntreader Ventures LLC. Please note that these Terms and Conditions contain waivers by you of certain rights you may have against us, our affiliates and each of our or their respective directors, officers and employees.

1. Accepting these Terms and Conditions: The provisions in this section are referred to as the "Terms and Conditions" and constitute an agreement between you and us. You acknowledge and agree that you have read these Terms and Conditions carefully, understand each of them and agree to be bound by all of them. By accepting these Terms and Conditions once, you acknowledge and agree that you will be bound by them each and every time you use our Site or otherwise interact with us online. If you do not agree to these Terms and Conditions, you may not access or otherwise use our Site.

2. Changes to Terms and Conditions: We reserve the right, at our sole discretion, to change, modify, add or remove any portion of these Terms and Conditions in whole or in part, at any time. Changes in these Terms and Conditions will be posted on our Site. Your continued use of our Site after such changes are posted will constitute your agreement to such changed Terms and Conditions.

3. Changes to Service: We may change, suspend or discontinue any aspect of our Site or service at any time. We may also impose limits or restrictions on certain services, features or content or restrict your access to parts or all of our Site without notice or liability.

4. Compliance with Local Laws: Those who access our Site do so on their own initiative, and are responsible for compliance with applicable local laws or regulations. Our Site is controlled, operated and administrated from our office within the United States. We make no representation that any materials contained on our Site or services or features provided on or through our Site or otherwise by us are appropriate or permitted in all locations, or for use by all investors.

5. Disclaimer: Dawntreader Ventures is a service provider to the venture capital and private equity industry. We do not claim to be a broker, dealer or investment advisor, and nothing on our Site constitutes an offer to buy, sell or recommend securities by us.

6. Fees: You agree to pay all federal, state and local taxes applicable to your use of our Site.

7. Appropriate Use: You represent, warrant and covenant that: (a) you are at least 21 years of age, (b) you have the capacity to make contracts and that you are expressly authorized to make and enter this contract and (c) you will not upload, post or transmit to or distribute or otherwise publish through our Site, any material which: (i) restricts or inhibits any other user from using or enjoying our Site, (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violates, plagiarizes or infringes the rights of third parties, including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) constitutes defamatory or libelous statements, (vi) contains a computer virus or other harmful component, (vii) constitutes or contains false or misleading indications of origin or statements of fact or (viii) is inappropriate for the purpose of our Site. We retain the right to review any submitted material and have the sole and absolute right to determine whether that material complies with these Terms and Conditions.

8. Consent to Electronic Communications: You agree to receive all documentation and information provided by us and our affiliates, through our Site and through email provided to you via the Internet. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes and rules, where applicable, of the U.S. Securities and Exchange Commission (the "SEC"), the National Association of Securities Dealers (the "NASD"), and any state. To receive information electronically from us, you will need to be able to access our Site on the Internet, which requires Internet access and a web browser, as well as an Internet email account. No additional hardware or software requirements should be necessary. In the event of a change in the hardware or software requirements necessary to access our Site, prominent notice will be displayed on our Site prior to the implementation of such change. You acknowledge that you have the appropriate computer equipment to use our Site and to receive email via the Internet and understand that you may incur certain operational costs in connection with your use of the Internet such as monthly fees for a service provider. You solely and expressly agree to undertake the obligation to notify us of changes in your electronic contact information and to contact us at info@dtventures.com no less than two weeks prior to any change in your electronic contact information to ensure adequate time for us to process these changes. You also agree to notify us at info@dtventures.com in the event that you no longer desire to receive information through this delivery procedure. If you prefer to receive information and materials from us in paper format, rather than electronically, you may request the information by submitting a written notice to: Dawntreader Ventures LLC, 520 Madison Avenue, 9th Floor, New York, New York 10022. You will allow a reasonable amount of time to make appropriate changes to ensure proper delivery to you through other means.

9. Data Transmission: You understand that data transmissions to and from us via the Internet, email or other forms of electronic transmission may not be confidential, and your communications may be read or intercepted by unauthorized third parties. You acknowledge that we are not responsible for any compromise of data transmitted across computer networks or telecommunications facilities, including the Internet.

10. No Confidential, Fiduciary or Contractually Implied Relationship Exists with Dawntreader Ventures: You acknowledge that by submitting information to us for any purpose or using the Site and our services, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than the express contractual relationship set forth in these Terms and Conditions and any other written agreement you may enter into with us.

11. Waiver and Release: You agree to release, discharge and hold harmless Dawntreader Ventures and our affiliates and our or their respective directors, officers, employees and agents from any and all liability, claims or causes of action (known or unknown) arising out of our or their negligence or due to any act, event or occurrence beyond our or their control. This waiver and release of liability includes, without limitation, liabilities arising out of information posted on our Site or otherwise provided by our personnel and liability arising out of services we provide. In no event will we be liable to any party for any direct, indirect, special or consequential damages for any use of our Site, or any other hyperlinked website, including, without limitation, any lost profits, business interruption, loss of programs or other data on your information handling system or otherwise, even if we are expressly advised of the possibility of such damages. You acknowledge that you have carefully read this waiver and release paragraph and fully understand that it is a release of liability. You are waiving any right that you may have to bring a legal action to assert a claim against us or the other parties set out above for our or their negligence or due to any act, event or occurrence beyond our or their control.

12. Our Right to Terminate Access: We reserve the right to terminate your access to our Site or any portion of our Site and remove any materials, information and data that you have posted on our Site, in our sole discretion, without notice, at any time and for any reason, including, without limitation, a breach of these Terms and Conditions.

13. Links to and from Other Sites: Our Site may contain links and pointers to other Internet sites and resources. We take no responsibility for the accuracy, content or any other aspect of these websites and disclaim any liability to you in connection with such websites. You acknowledge that we do not have any control over and have no responsibility with regard to the information contained on any non-Dawntreader Ventures site.

14. Telephone and Communication Charges: You are responsible for any and all telephone and other communications charges relating to your use of the Site.

15. No Regulatory Endorsements: The securities offered on our Site are not endorsed by any regulatory authority. Any representation to the contrary is a criminal offense.

16. Copyright: All content included on our Site, such as text, graphics, logos, button icons, images, audio clips and software is the property of Dawntreader Ventures, our affiliates or our content suppliers, and is protected by U.S. and international copyright laws. The compilation of all content on our Site is the exclusive property of Dawntreader Ventures, and is protected by U.S. and international copyright laws. All software used on our Site is the property of Dawntreader Ventures, our affiliates or our software suppliers and is protected by U.S. and international copyright laws. The content and software on our Site may be used as a resource for personal use only. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance of the content on our Site is strictly prohibited.

17. Trademarks: "Dawntreader Ventures" and other Dawntreader Ventures graphics, logos and service marks are trademarks of Dawntreader Ventures LLC. and its affiliates.

18. Indemnification: You hereby jointly and severally agree to indemnify, defend and hold us and our affiliates, and any of our or their respective officers, directors, owners, agents, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs, including, without limitation, attorneys' fees and costs incurred by the Indemnified Parties in connection with any claim arising out of your use of our Site or any breach by you of these Terms and Conditions, or the purchase by you of securities, including any liabilities associated with a violation of federal or state securities laws. If the indemnity provided in this paragraph is not available or is insufficient to hold harmless the Indemnified Parties for any reason, you agree to contribute to the aggregate losses, claims and liabilities to which the Indemnified Parties may be subject in such proportion as appropriate to reflect the relative fault by you and the Indemnified Parties with respect to the activity giving rise to the indemnity claim. You will cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you will not in any event settle any such matter without our written consent.

19. Disclaimer of Warranty: Our Site, including all content, software and functions made available on or accessed through our Site, is provided "as is." To the fullest extent permissible by law, we and our subsidiaries and affiliates make no representations or warranties of any kind as to the content, software or functions accessed through our Site, for any products or services or links to third parties or for any breach of security associated with the transmission of sensitive information through our Site or any linked site. We and our subsidiaries and affiliates disclaim any express or implied warranties, including, without limitation, nonnfringement, merchantability or fitness for a particular purpose. We do not warrant that any content, software or the functions accessed through our Site will be uninterrupted or error free, that defects will be corrected, or that our Site or the server that makes it available is free of viruses or other harmful components. We and our subsidiaries and affiliates will not be liable for direct, indirect, punitive or special damages related to your use of the Site.

20. Governing Law: These Terms and Conditions are governed by and construed in accordance with the substantive law of the State of New York, without regard to conflicts of laws principles.

21. Jurisdiction and Venue: You agree that any suit, proceeding or action involving any dispute or matter arising under these Terms and Conditions or as a result of or related to your use of our Site may only be brought in the courts of the State of New York having jurisdiction over the subject matter of the dispute or matter. You consent to the exercise of personal jurisdiction by any such court with respect to any such suit, proceeding or action.

22. Assignment; Successors and Assigns: We reserve the right to assign our rights and obligations under these Terms and Conditions to one or more of our affiliates or to any successor entity by way of merger, consolidation or otherwise. You are not entitled to assign your rights and obligations under these Terms and Conditions without our express written consent. These Terms and Conditions will inure to the benefit of, be binding upon and be enforceable by our successors and assigns.

23. Entire Agreement: These Terms and Conditions constitute the entire agreement between us and you with respect to your use of our Site and the services offered by us. If for any reason any provision of these Terms and Conditions, or portion thereof, are deemed to be unenforceable by a court of law, that provision will be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions will continue in full force and effect.

24. Acceptance: Your use of our Site constitutes acceptance of these Terms and Conditions, and signifies that you agree to be bound by these Terms and Conditions.
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