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Demo Member Agreement

This Demo Member Agreement (the "Agreement") is between you and DealFlow Analytics, LLC. ("DealFlow") and is effective on the date that your Demo Member application is accepted by DealFlow for use of PrivateRaise.com.

By subscribing to become a Demo Member of PrivateRaise.com and to gain access to certain Information Services (the "Service"), you agree to the following terms and conditions:

  1. During the term of this Agreement, DealFlow grants you a limited, NON-TRANSFERABLE, non-exclusive right to access the Service, including, without limitation, limited portions of the Equity Private Placement (EPP) Database (the "Database"), during its normal hours of operation (currently 24 hours a day, seven days a week) upon the terms and conditions of this Agreement and the User Agreement, which is INCORPORATED HEREIN by this reference.

    2.  
    DealFlow reserves the right at any time and without prior notice to change the hours of operation of the Service or to limit your access to the Service in order to perform repairs, make modifications or as a result of circumstances beyond DealFlow's control.
     
    DealFlow may add or withdraw products and information from the Service in its discretion.
     
    You may print and download only LIMITED portions of material from the different areas of the Web Site and/or Database to which you are granted access hereunder - solely for your own non-commercial, work-related research and marketing use.
     
    You agree that you WILL NOT DISCLOSE the Database, or any substantial portion thereof to any person (other than as permitted above).
     
    You agree to NOT ENTER QUERIES on the Web Site and/or Database designed to reveal all or any substantial portion of the Database or in any other way attempt to discern all or any substantial portion of the Database.
     
    Any copying, redistribution, retransmission or publication of any material (other than for your non-commercial, work-related research and marketing use) is strictly prohibited without the express written consent of DealFlow.
     
    You agree not to change or delete any proprietary notices from materials printed from the Web Site and/or downloaded from the Database.
     
    If DealFlow's security system detects any account-level access/behavior that is NOT IN FULL COMPLIANCE with the Demo Member and User Agreement, your PrivateRaise.com account will be suspended immediately and without notice (a PrivateRaise.com representative will contact you to discuss the security/compliance breach).
     
  2. You hereby represent and warrant that the information contained in your Demo Membership Subscription form is true and correct.

    3.  
  3. You are responsible for providing an accurate and working e-mail address (i.e., User Name) and selecting and safeguarding your password to access the Web Site.

    4.  
    Only you and your authorized representatives may use this User Name and password. If you learn of or suspect any unauthorized use of your User Name and password, please contact DealFlow immediately at cs@privateraise.com and we will work with you to replace them.
     
  4. During the term of this Agreement, you shall have limited access to the Services for free. Your access will be limited to transactions in the Database for one calendar quarter selected by DealFlow.

    5.  
  5. DealFlow reserves the right to cancel your membership and this Agreement at any time for any reason.

    6.  
  6. The term of this Agreement shall start on its effective date and end at Midnight on the 14th day thereafter.

    7.  
  7. You may not renew a Demo Membership. In the event you wish to continue you membership in PrivateRaise.com, you will be required to execute and deliver a Membership Service and User Agreement for a paid membership.

    8.  
  8. You shall not use the Service in any manner contrary to or in violation of any applicable law, rule or regulation or the terms of any agreement you may have with DealFlow. Where locations of the Web Site require identification for access, you will establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals.

    9.  
  9. You acknowledge that access to and use of the Service may be subject to restrictions imposed by third parties, including, without limitation, information suppliers, and that DealFlow's agreements with such third parties may require DealFlow to deny or otherwise restrict your access to certain information available through the Service. You agree to comply with all such restrictions of which you receive notice (either in writing, by e-mail or on-line) and such restrictions are incorporated herein by this reference. In the event of any conflict between this Agreement and the terms and conditions imposed by third parties, the third party terms and conditions will apply. Further, you agree to respect and comply with all copyright notices applicable to the database and other services and products relating to the Service. You agree that any third party supplier shall have the right to assert or to enforce any of the provisions of this Agreement directly on its own behalf.

    10.  
  10. The information contained in the Database has been obtained from sources that we consider to be reliable. We cannot, however, guarantee the accuracy and completeness of this information.

    11.  
  11. You shall indemnify and hold harmless DealFlow, its affiliates and their respective members, managers, officers, employees and agents against any and all direct or indirect losses, claims, demands, expenses (including attorneys' fees) or liabilities of whatever nature or kind arising out of (a) your access to the Service, its use or distribution or any information contained thereon or (b) the breach of any representation or warranty made to DealFlow in this Agreement.

    12.  
  12. NEITHER DEALFLOW NOR ANY THIRD PARTY SUPPLIER MAKES ANY REPRESENTATION OR WARRANTIES REGARDING THE PERFORMANCE OF THE SERVICE OR THE ACCURACY OF ANY INFORMATION PROVIDED THROUGH THE SERVICE, AND DEALFLOW AND ITS THIRD PARTY SUPPLIERS AFFIRMATIVELY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

    13.  
  13. This Agreement shall be governed by New York law and may not be assigned by you in whole or in part without the prior written consent of DealFlow. All notices required or permitted under this Agreement will be posted on the PrivateRaise.com Web Site. Waiver or failure by either party to insist in anyone or more cases upon the strict performance of any of the terms and conditions of this Agreement shall not be considered a waiver or relinquishment for the future of any such term or condition or of any other term or condition. The terms and conditions set forth in this Agreement constitute the entire agreement of the parties on the subject matter hereof.