Terms and Conditions of Use Agreement

PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS OF USE BEFORE USING THIS WEBSITE. ANY USE OF THIS WEBSITE CREATES A BINDING AGREEMENT TO COMPLY WITH THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD EXIT THIS SITE IMMEDIATELY.

1. Introduction.
   Thank you for reviewing our Terms and Conditions of User Agreement (hereinafter the "Agreement") for the RaiseCapitalTV.com web site. This website is owned and operated by RaiseCapitalTV.com, Inc., a Delaware corporation (hereinafter "RaiseCapitalTV"). This Agreement applies to persons who visit, register with, subscribe to, or otherwise use the RaiseCapitalTV web site ("Users"). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access RaiseCapitalTV services ("Services") or the RaiseCapitalTV.com web site (hereinafter referred to collectively as "RaiseCapitalTV.com" or "the Site").
2. About RaiseCapitalTV.com.
   RaiseCapitalTV.com is part of the RaiseCapital.com network. RaiseCapitalTV displays videos of registered users of RaiseCapital.com. RaiseCapitalTV is a venue that brings together individuals and companies that are interested in information about business, investing, and financing. Users may post information about their company and their funding needs. Users registered at RaiseCapital.com may reply to those postings. The service is designed to bring entrepreneurs and investors together, however RaiseCapitalTV is not a bank, broker/dealer, investment advisory service, lender, stock promoter or investor. Please note that the information provided by companies and individuals through the Site is not provided by RaiseCapitalTV or RaiseCapital.com and does not necessarily reflect the views or opinions of RaiseCapitalTV.
3. Availability and Eligibility.
   Our Site and Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to children (persons under the age of 18). This Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. By offering this Site and Services no distribution or solicitation is made by RaiseCapitalTV to any person to use the Site or Services in jurisdictions where the provision of such site or services is prohibited by law. Competitors are not authorized to access or use our website without express, written permission from us in advance of such access. If you do not qualify, please do not use our Site. RaiseCapitalTV does not discriminate on the basis of gender, race, ethnicity, nationality, religion, sexual orientation, or any other protected status.
4. Services.
   The Site provides you with the opportunity to learn about posted videos (by users of RaiseCapital.com) business and investment opportunities. You may view the Site at no cost. However, if you would like to interact with other Users by using our communication system or if you would like to post your capital needs to the Site, you must first register with RaiseCapital.com. As further discussed below, you acknowledge and agree that RaiseCapitalTV does not warrant or guarantee the accuracy, reliability, completeness, timeliness, or other qualities relating to the information provided by Users of the Site (including RaiseCapital.com) or the timeliness or receipt of emails or other communications, regardless of method of delivery, that you elect to send or receive.
5. Purchases.
   Registered Users of the RaiseCapital.com Site may choose to purchase different premium services to highlight and showcase their postings.
6. User's Responsibilities and Acknowledgements.
   As a RaiseCapitalTV User you are obligated to read this Agreement and our Privacy Policy before you utilize our Services or provide any information to us. You agree to read and be bound to the terms of this Agreement and those of our Privacy Policy and other policies we have now or may adopt in the future. You acknowledge and agree that RaiseCapitalTV does not offer legal or financial advice concerning the purchase of any stock or investment featured or offered by the individuals or companies on our Site. You acknowledge and agree that RaiseCapitalTV is not a registered broker/dealer, lender, nor a registered investment advisor. The Site is provided for informational purposes only and nothing in the Site is to be interpreted as investment or financial advice or guidance. You acknowledge and agree that individuals and companies that provide information on the Site are solely responsible for the content of their postings and that RaiseCapitalTV has not and does not review, approve, or otherwise endorse such information.
7. Restricted Activities.
   You are prohibited from any use of the Site or its contents that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Your information and activities on the Site shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation; (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) contain any viruses, Trojan horses, or the like, or other computer programming routines that may damage or interfere with the Site; and (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers. You may not copy, reproduce, modify, create derivative works from, distribute or publicly display any Site content or User information without the prior expressed written permission of RaiseCapitalTV and the appropriate third party, as applicable. You may not consummate any transaction on the Site, or that was initiated using our Service, that could cause us to violate any applicable law, statute, ordinance or regulation. You may not forward, resend, or otherwise retransmit the email or emails received through the Site. You acknowledge and agree that nothing in the content of your post shall constitute an offer to buy or an offer to sell any security nor does any post constitute a solicitation of interest in any contemplated securities offering.
8. Breach.
   Without limiting other remedies, we may limit your activity, issue a warning, temporarily suspend you from accessing the site within our sole and independent judgment: (a) you breach, or we anticipate that you are about to breach, this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole opinion that your actions may cause financial loss or legal liability for you, our users or us. We can also terminate this Agreement at any time, with or without cause.
9. Privacy.
   We only use your information as described in our Privacy Policy. Our current Privacy Policy is available at http://raisecapitaltv.com/site/privacy. RaiseCapitalTV may change the Privacy Policy in the future. You should check the Privacy Policy frequently for changes.
10. Links to Third Party Sites.
    There may be links established between this Site and other sites on the World Wide Web and Internet, which are not under the control of, or maintained by, RaiseCapitalTV. Such links do not necessarily constitute an endorsement by RaiseCapitalTV of those sites. RaiseCapitalTV undertakes no obligation to monitor such sites, and you agree that RaiseCapitalTV is not responsible for the content of such sites or any technical or other problems associated with any such third-party sites, links or usage.
11. Intellectual Property.
    The Site contains intellectual property that is protected by the laws of the United States as well as international law. You may not publish, re-transmit, distribute, or otherwise make unauthorized use of the material on the Site except as permitted under the applicable laws.
12. DMCA Policy
    RaiseCapitalTV takes claims of copyright infringement very seriously. Our policy for handling claims of infringement is to have our designated agent review and respond to notices of infringement when a DMCA compliant notice is provided to us. In accordance with the Digital Millennium Copyright Act ("DMCA"), RaiseCapitalTV has designated an agent to receive notification of alleged copyright infringement occurring on the Site. If you believe that your copyrighted work is being infringed, notify the designated agent specified below:
    
    RaiseCapitalTV.com is a subsidiary of Network Media Holdings.com
    Attn: DMCA Designated Agent
    998C Old Country Road, Suite 404
    Plainview NY, 11803
    DmcaNotice@NetworkMediaHoldings.com
    
    The Digital Millennium Copyright Act requires that all infringement claims must be in writing and must include the following information:
• A description of the copyrighted work claimed to have been infringed;
• A description of the infringing material and information reasonably sufficient to permit RaiseCapitalTV to locate the material;
• Your contact information, including your mailing address, telephone number, and email address;
• 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;
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner; and
• A physical or electronic signature of the copyright owner or the person authorized to act on its behalf.
13. Email Policy.
    Please be advised that if you provide us with your email address, you have expressly granted us the right to contact you via email. You shall not use the RaiseCapital.com communication system to solicit other Users or sell or promote any products or services. Failure to comply with this requirement may result in account suspension or termination, in the sole discretion of Raise Capital.
14. Disclaimer of Warranties.
    WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS PROVIDE OUR WEBSITE AND SERVICE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state. IN ADDITION, WE SPECIFICALLY DISCLAIM ALL WARRANTIES THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; WILL BE ACCURATE, ADEQUATE, RELIABLE, COMPLETE, AND WE DISCLAIM THE USEFULNESS OF ANY OF THE CONTENT. WE DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT; ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF RAISECAPITALTV. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE CONTENT. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, RAISECAPITALTV DISCLAIMS ANY AND ALL SUCH WARRANTIES.
15. General Release.
    IF A DISPUTE ARISES BETWEEN ONE OR MORE USERS, EACH OF YOU AGREE TO RELEASE RAISECAPITALTV, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. YOU WAIVE THE PROTECTIONS AFFORDED BY CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY RAISECAPITALTV.COM.
16. Limitation of Liability.
    IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONTRACTORS AND SUPPLIERS, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER ARISING, INCLUDING NEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR YOUR USE OF THE WEBSITE. OUR LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF A) THE AMOUNT OF FEES YOU PAY TO US IN ANY ONE YEAR OR B) $100. IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, YOU AGREE THAT RAISECAPITALTV'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
17. Indemnity.
    You agree to indemnify and hold us and our officers, directors, agents, employees, contractors and suppliers, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party, including but not limited to any intellectual property claim, arising out of (i) materials and content you submit to, post to or transmit through the Site, or (ii) your violation of this Agreement or your use of the Site in violation of this Agreement or in violation of any applicable law. You further agree that you will cooperate fully in the defense of any such claims. RaiseCapitalTV reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of RaiseCapitalTV. You further agree to indemnify and hold harmless RaiseCapitalTV from any claim arising from a third party's use of information or materials of any kind that you post to the Site.
18. Dispute Resolution.
    You agree that any controversy or claim arising out of or relating to this Agreement and/or your use of the website, except for matters exclusively between registered or authorized users and not involving RaiseCapitalTV, shall be settled by binding arbitration in accordance with the commercial arbitration rules 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 exclusively in New York, New York and the judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or RaiseCapitalTV may seek any interim or preliminary relief exclusively from a court of competent jurisdiction in New York, New York necessary to protect the rights or property of you or RaiseCapitalTV pending the completion of arbitration.
19. Licenses.
    RaiseCapitalTV grants a limited license to each participant to make personal use only of the Site in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services, making any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information or listings, or any data extraction or data mining whatsoever. You agree that you will not compile, reproduce, republish or resell for any commercial purpose any information on our Site and not use any device, software or routine that may interfere with the operation of the Site. If you post content on the Site, you grant RaiseCapitalTV and RaiseCapital.com a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify RaiseCapitalTV or its affiliates for all claims resulting from content you supply. RaiseCapitalTV has the right but not the obligation to monitor and edit or remove any content on the Site.
20. Waiver.
    Failure by RaiseCapitalTV to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.
21. Right to Change this Agreement.
    RaiseCapitalTV reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole and independent discretion. Any changes will be effective upon the posting of the changes on the Site. You are responsible for reviewing the changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of this Site and the Services following RaiseCapitalTV's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Agreement, do not continue to use the Services or this Site.
22. General Provisions.
    This is the entire Agreement governing the use of the RaiseCapitalTV Site. No delay by either party shall waive rights under this Agreement. This Agreement is governed by, and to be construed in accordance with, the laws of the State of New York, without regard to that state's conflict of laws provisions. By using the Site you expressly agree that personal jurisdiction and venue are proper exclusively in the state and federal courts located in the State of New York. No waiver or any breach of this Agreement shall be a waiver of any other provision of this Agreement, and no waiver shall be valid unless in writing signed by the parties. If any provision of this Agreement is held invalid, such provision shall be restated to reflect, as nearly as possible, the original intention of RaiseCapitalTV in accordance with applicable law and the remainder of the Agreement shall remain in full force.
23. Contact RaiseCapitalTV.
    Except as explicitly stated otherwise, any notices to RaiseCapitalTV shall be given by postal mail to RaiseCapitalTV, Inc., 998C Old Country Road, Suite 404 Plainview NY, 11803 (in the case of RaiseCapitalTV). You agree that you will notify RaiseCapitalTV in writing of any claim or dispute concerning or relating to the Site and the information or services provided through it and give RaiseCapitalTV a reasonable period of time to address it before bringing any arbitration or legal action.