Last Updated: February 22, 2024

Please read these Terms of Use (this “Agreement”) carefully and in their entirety. Your use of the Nexus Platform constitutes your consent to this Agreement. By using the Platform, you represent and warrant that you meet all of the eligibility requirements set forth in this Agreement. If you do not meet all of these requirements, you must not access or use the Platform.

This Agreement is between you on the one hand and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, with an office at 3003 Tasman Drive, Santa Clara, CA 05054 on the other hand (collectively, the “Company” or “we” or “us”).  This Agreement governs your use of (including any access to) the Company’s Nexus digital platform, an informational resource and networking forum currently made available by or on behalf of Company at nexus.svb.com and svb.com/nexus (together with all information, data, content, materials, services, APIs, features, and descriptions of the foregoing (collectively, “Services”) available therein or associated therewith, including those set forth at svb.com/nexus/term-use, and all questionnaires answered in relation thereto, and successor site(s) thereto, the “Nexus Platform” or “Platform”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company on or through the Platform or otherwise made available to you by Company in connection with the Platform.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE PLATFORM ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Platform and to any such Organization.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE CERTAIN DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS OR REPRESENTATIVE ACTIONS OF ANY KIND, UNLESS YOU OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS SET FORTH IN SECTION 16 BELOW.

BANKING AND FINANCIAL PRODUCTS: The Platform and Company’s other sites and services made available to you in connection with the Platform may provide information regarding various banking and other financial products and services, including deposit or financing products, credit lines, financial management or consulting, offered by Company or Company partners and affiliates (collectively, “Financial Services”). While this Agreement will govern your use of the Platform, separate agreements will govern provision of Financial Services. You understand and agree that the terms and conditions of these other agreements for Financial Services solely govern your use of such Financial Services, and this Agreement will only govern your use of the Platform. Company’s Terms of Use currently located at https://www.svb.com/terms-use will govern any use by you of Company’s other sites and services.

NO INVESTMENT ADVICE; DUTY TO PERFORM DUE DILIGENCE: You understand and agree that nothing in this Agreement or any other information or materials presented or made available to you in connection with the Platform constitutes legal, tax or investment advice. You are solely responsible for any investment decision you may make with respect to investment opportunities you may learn about through the Platform. By using the Platform, you agree that you have obtained, or will obtain, such legal, tax and investment advice as you, in your sole discretion, deem necessary or appropriate in connection with use of the Platform. Company is not providing “investment advice” as defined under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the U.S. Tax Code. Further, Company is not being paid for any financial planning or needs analysis services from qualified plan assets and, therefore, is not an “investment advice fiduciary” with respect to any qualified plan under ERISA and the U.S. Tax Code. Company is not required to register, and has not registered, as an investment adviser under the Investment Advisers Act of 1940, as amended. If you are using the Platform to seek investment opportunities, you understand that you must have capabilities, or must obtain such capabilities, to analyze venture capital investment risk and perform substantial due diligence with respect to any investment opportunity you may learn about through the Platform. Prior to making any investment, you should complete to your satisfaction such due diligence as you deem necessary with respect to the background and track record of the persons presenting the investment opportunity, as well as all legal, tax, business, intellectual property rights and other relevant matters that may be material to evaluating the investment opportunity.  If you are using the Platform to seek investors, you understand that you are solely responsible for evaluating the suitability of any prospective investor and for determining whether such investor’s participation in your funding round is consistent with your objectives and business requirements. Prior to accepting any investment, you should complete to your satisfaction such due diligence as you deem necessary with respect to the background, track record and other matters that may be material to evaluating the prospective investor.

NOT AN OFFER TO BUY OR SELL SECURITIES: The information and material accessed on or through the Platform does not constitute an offer to sell, nor a solicitation of an offer to buy, an interest in any fund or other securities described herein or with respect to the Platform. Such an offering will be made only by means of a private placement memorandum, prospectus, offering memorandum or other applicable document furnished by the issuer of such securities or by an authorized representative of the issuer. Any information accessed on or through the Platform should be read in conjunction with such offering documents in order to understand fully all the implications and risks of any securities to which it relates. In making any investment decision, you must rely on your own examination of the terms of each offering, including the merits and risks involved.

LIMITATIONS ON USERS: Use of the Platform is limited to (a) authorized representatives of business ventures that are seeking venture capital or private equity financing to support their growth or formation (such ventures, “Private Companies”); (b) authorized representatives of venture capital and private equity funds or other prospective investors in Private Companies (“Investors”) who qualify as Accredited Investors as defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act of 1933;  (c) Accredited Investors seeking to invest venture capital or private equity funds; and (d) such other persons as may be authorized by Company from time to time to access and use the Platform ((a), (b) ,(c) and (d), collectively, “Users”).

The materials accessed through the Platform are only intended for the information and use of subscribing Users and their advisers. By using the Platform, all prospective investors hereby certify to the Company that (a) they currently qualify as Accredited Investors; (b) they will access and use materials through the Platform solely for the User’s own business purposes; and (c) they will not distribute, disseminate, re-publish or otherwise share information they access through the Platform with other prospective investors or use such information for any purposes other than those specified herein, including personal or household purposes, without the prior consent of the User which has furnished such information.

You are responsible and liable for all uses of the Platform and Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, if this Agreement is entered into by you on behalf of your Organization, your Organization is responsible for all acts and omissions of anyone who accesses the Platform on behalf of the Organization, and any act or omission by such person that would constitute a breach of this Agreement if taken by you or your Organization will be deemed a breach of this Agreement by the Organization.

NO RESPONSIBILITY FOR USER MATERIALS: The Company is not responsible for verifying the content of any materials Users may furnish through the Platform. Such materials are made available to Users as a convenience and informational resource and do not constitute a representation by the Company or any person affiliated with the Company. Moreover, the Company assumes no responsibility for verifying the track record or conducting other due diligence with respect to Users who may furnish materials through the Platform. Therefore, all Users should conduct their own due diligence with respect to investment opportunities and should independently evaluate all materials made available by other Users.

PLATFORM TERMS AND CONDITIONS:

1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Platform. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your use of the Platform following our notice to you of any changes to this Agreement (including following our posting of the revised version of this Agreement) will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. You are expected to review all updates to this Agreement after they are posted or otherwise notified to you so you are aware of any changes, as they are binding on you. We may, at any time and without liability, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links); charge, modify or waive any fees required to use the Platform; or offer opportunities to some or all Users.

2. Information Submitted Through the Platform. Your submission of personal information through the Platform is governed by Company’s Privacy Policy, located at https://www.svb.com/privacy-policy/, and Company’s California Consumer Privacy Act Notice For California Residents, located at https://www.svb.com/ccpa-notice/ (collectively, the “Privacy Policies”). You represent and warrant that any personal information you provide in connection with the Platform is and will remain accurate and complete, that you will maintain and update such information as needed, and that you will, prior to providing any such information, ensure that you have received all necessary permissions and consents, and provided all required notices, with respect to such information. You further represent and warrant that your use of such personal information will not result in your breach of or default under any agreement or arrangement by which you are bound, nor will it violate any applicable laws, regulations, ordinances or orders.

3. Jurisdictional Issues. The Platform is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Platform may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose, and terminate or suspend your and your Organization’s or any other person’s access to all or part of the Platform or Services, in each case, in our sole discretion, for any or no reason.

4. Rules of Conduct. In connection with the Platform (including via any API), you must not:

a. Post, transmit or otherwise make available through or in connection with the Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

b. If you are an individual accessing or using the Platform on behalf of or for the benefit of a Private Company, post, transmit or otherwise make available through or in connection with the Platform any materials which were not (a) authored by the Private Company; or (b) approved for disclosure on the Platform by a duly authorized representative of such Private Company in writing. 

c. Post, transmit or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

d. Use the Platform for any purpose that is fraudulent, deceptive or otherwise tortious or unlawful.

e. Make investment recommendations, provide investment advice, comment on the merits of an investment in any specific company or securities issuer or distribute any investment research report.

f. Discuss or negotiate the terms of any proposed offer or sale of securities.

g. Engage in commercial transactions using the Platform or any of the Services.

h. Harvest or collect information about Users.

i. Disclose any information that you are aware is sensitive or confidential with respect you or any other party, or that a person exercising reasonable business judgement would understand to be sensitive or confidential under the circumstances.

j. Interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available, including by hacking or defacing any portion of the Platform; or violate any requirement, procedure or policy of such servers or networks.

k. Restrict or inhibit any other person from using the Platform.

l. Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Platform except as expressly authorized herein, without Company’s express prior written consent.

m. Reverse engineer, decompile or disassemble any portion of the Platform, except where such restriction is expressly prohibited by applicable law.

n. Remove any copyright, trademark or other proprietary rights notice from the Platform.

o. Frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without Company’s express prior written consent.

p. Systematically download and store Platform content.

q. Access or use any API except as expressly authorized by Company.

r. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform content, or reproduce or circumvent the navigational structure or presentation of the Platform, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Platform’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Platform.

5. Registration; User Names and Passwords. You may need to register to use all or part of the Platform. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Platform account.

6. Profiles and Forums; Submissions; Communications/Relationship Management. Users may make available certain information and materials (each, a “Submission”) through or in connection with the Platform, including on profile pages or on the Platform’s interactive Services, such as the Data Room, message boards and other forums, and emailing, chatting, commenting and other messaging functionality, and via any application programming interfaces that we make available in connection with the Platform (each, an “API”). We may make available an API as a mechanism for you to transmit information and material that you wish to post on the Platform. By making any information or material available or accessible to us through any such API, such information and material will be deemed a Submission by you, and you are requesting us to store such Submissions and make them available through the Platform, including for disclosure to and use by other Users in connection with their access to and use of the Platform. Company has no control over and is not responsible (and will not be liable) for any use or misuse (including any distribution) by any third party of Submissions; we make no representations as to the completeness, accuracy, reliability, validity, timeliness, integrity, quality, legality, usefulness or safety of any Submissions. Company may, without limiting the foregoing, publish guidelines or additional terms relating to the use and modification of Submissions.

IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE PLATFORM, YOU DO SO AT YOUR OWN RISK.

BY SUBMITTING INFORMATION THROUGH THE PLATFORM OR ANY RELATED SERVICE (INCLUDING OUR APIs) AND BY MAINTAINING A PROFILE ON THE PLATFORM, YOU ARE DIRECTING US TO MAKE INFORMATION ABOUT YOU AVAILABLE TO OTHER PLATFORM USERS AND VISITORS. YOU REPRESENT AND WARRANT THAT YOU WILL NOT SUBMIT ANY CONFIDENTIAL INFORMATION AND YOU ACKNOWLEDGE THAT NO SUBMISSIONS WILL BE DEEMED TO EMBODY OR INCLUDE ANY CONFIDENTIAL INFORMATION WHATSOEVER.

If any communications or a business relationship of any type, whether formal or informal, are established or results, directly or indirectly, between you and any other User or other third party from your use of the Platform (including in connection with any Submission or response to a Submission, through your use of an API, and/or any action by or on behalf of Company in connection with the Platform), you are solely responsible for any and all such communications and relationships, including maintaining up-to-date communication with such other party. You agree to promptly provide Company with information (including, but not limited to, name of the parties, type of business relationship, economic value of the relationship and transaction dates) about any business relationships resulting from your use of the Platform.

7. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Platform or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

YOU REPRESENT AND WARRANT THAT YOU HAVE ALL RIGHTS NECESSARY TO GRANT THE LICENSES GRANTED IN THIS SECTION, AND THAT YOUR SUBMISSIONS, YOUR CREATION AND/OR ACQUISITION THEREOF, AND YOUR PROVISION THEREOF THROUGH AND IN CONNECTION WITH THE PLATFORM, ARE COMPLETE AND ACCURATE, AND ARE NOT FRAUDULENT, DECEPTIVE, TORTIOUS OR OTHERWISE IN VIOLATION OF ANY APPLICABLE LAW OR ANY RIGHT OF OR OBLIGATION OWED TO ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, THAT YOU ARE AUTHORIZED TO USE AND DISCLOSE THE SUBMISSIONS TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, AND THERE ARE NO EXPRESS OR IMPLIED AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS TO THE CONTRARY). You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law or under any legal theory.

8. Monitoring. The Platform will monitor, collect, and keep track of activities between Users, Company, and any third parties introduced by Company to Users on or through the Platform. Additionally, we may and expressly reserve the right (but have no obligation) to monitor, scan, intercept, review, analyze, store, alter or remove Submissions or any messages, information, content or other materials sent to you, or received by you, in connection with the Platform (including the Data Room, our APIs and any other Services), at any time, including while it is in transit, and before and after it is stored or made available through the Platform, and to monitor, review and analyze your access to or use of the Platform and any Services, in each case by manual, automated or other means, and in each case for any purpose, including for our own internal purposes, to improve the Platform, to enforce this Agreement (including the Rules of Conduct set forth in Section 4 above) and such other purposes as may be described in the Privacy Policies. We may disclose information regarding your access to and use of the Platform (including disclosure of your identity or other information about you), and the circumstances surrounding such access and use, to anyone for any reason or purpose. Without limiting the foregoing, we may take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Platform and, in any event, we have the right to cooperate fully with any governmental authorities (including regulatory and law enforcement authorities) or any court order requesting or directing us to disclose the identity or other information of anyone accessing or using the Platform. YOU WAIVE AND HOLD HARMLESS COMPANY AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR REGULATORY, LAW ENFORCEMENT OR OTHER GOVERNMENTAL AUTHORITIES.

9. Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Platform, you may view one (1) copy of any portion of the Platform to which we provide you access under this Agreement, on any single device, solely for business uses, which are internal in the case of an Organization, in each case solely for your own benefit.

10. Company’s Proprietary Rights. As between you and us, we and our suppliers own all right, title and interest in and to the Platform and all associated Services, all of which are protected by proprietary rights and laws. The trade names, trademarks, service marks and logos (collectively, “Marks”) which are owned by or under license to us constitute Company Marks and may include, without limitation, any Marks embodying or otherwise relating to the following: FIRST CITIZENS BANK, FCB, SVB, SILICON VALLEY BANK, NEXUS and the chevron device. All Marks on the Platform not owned by us are the property of their respective owners. You may not use Company Marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Platform should be construed as granting any right to use any Marks without the express prior written consent of the owner.

Company reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title or interest in or to any intellectual property or other proprietary materials of Company or its licensors or suppliers.

11. Information and Services; Third Party Services; Links. The Platform and certain Platform functionality may make available certain Services from time to time or allow for the routing or transmission of such Services, including via references or links. By using such Platform functionality, you are directing us to access, route and transmit to you the applicable Services. Such Services may be made available by Company or by third parties (such Services made available by third parties, including Submissions, collectively, “Third Party Services”), and may be made available for any purpose, including for general information purposes. We make no representations as to the completeness, accuracy, reliability, validity, timeliness, integrity, quality, legality, usefulness or safety of any or all of the Services or the Platform. Such Services are subject to change at any time without notice. Any reliance that you place on any Services is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on any Services by you or any other User, or by anyone who may be informed of the content of any Services.

We neither control nor endorse, nor are we responsible for, any Third Party Services or any intellectual property rights therein. Certain Third Party Services may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Services. We have no obligation to monitor Third Party Services, and we may block or disable access to any Third Party Services (in whole or part) through the Platform at any time. In addition, the availability of any Third Party Services through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Services, nor does such availability create any legal relationship between you and any such provider.

YOUR USE OF THIRD PARTY SERVICES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY SERVICES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY SERVICES).

12. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE PLATFORM AND ANY SERVICES AND THIRD PARTY SERVICES (INCLUDING SUBMISSIONS) ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PLATFORM AND ANY SERVICES AND THIRD PARTY SERVICES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

THE PLATFORM AND SERVICES, AND ANY THIRD PARTY SERVICES, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NOTHING ON THE PLATFORM REPRESENTS A RECOMMENDATION BY COMPANY OR ANY OF ITS REPRESENTATIVES TO BUY OR SELL ANY SECURITY OR TO MAKE ANY INVESTMENT.

While we try to maintain the timeliness, integrity and security of the Platform, we do not guarantee that the Platform is or will remain updated, complete, correct or secure, or that access to the Platform will be uninterrupted. The Platform may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Platform. If you become aware of any such alteration, contact us at nexus@svb.com with a description of such alteration and its location on the Platform.

13. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR FROM ANY SERVICES OR THIRD PARTY SERVICES, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR ANY SERVICES OR THIRD PARTY SERVICES IS TO STOP USING THE PLATFORM; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY TO USE THE PLATFORM AND FIFTY UNITED STATES DOLLARS (USD $50). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

14. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Platform (including all Submissions); (b) any business relationship or transaction you may enter based in whole or in part upon information accessed through the Platform; and (c) any violation or alleged violation of this Agreement by you.

15. Termination. This Agreement is effective until terminated. Company may terminate or suspend your use of the Platform at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Platform will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2 through 8 and 10 through 22, as well as any other terms which by their nature should survive, will survive any expiration or termination of this Agreement.

16. Governing Law; Arbitration.  LAWSUITS AND ARBITRATIONS HAVE BEEN FILED, OR MAY BE FILED IN THE FUTURE, WHICH COULD AFFECT YOU, AND YOUR AGREEMENT TO THIS ARBITRATION PROVISION COULD AFFECT YOUR PARTICIPATION IN SUCH ACTIONS, UNLESS YOU OPT-OUT OF MANDATORY ARBITRATION BY FOLLOWING THE INSTRUCTIONS SET FORTH IN THIS SECTION 16. 

a. Binding Arbitration. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, EXCEPT THAT SUCH ARBITRATION WILL BE OPTIONAL WITH RESPECT TO EXEMPT CLAIMS, AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.  Notwithstanding the foregoing, arbitration will not be mandatory with respect to the following types of claims brought by either you or Company: (a) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and (b) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents (collectively, “Exempt Claims”). This Section 16 does not prevent you or Company from participating in a class-wide settlement of claims. Notwithstanding anything to the contrary, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 16 are invalid or unenforceable as to a particular claim or request for relief, you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and resolved in accordance with the remaining provisions of this Agreement, which shall be interpreted to achieve the closest possible intent to the original intent of this this Section 16.

b. Informal Dispute Resolution. For any dispute that you have against Company or arising out of or related to the Platform or this Agreement, you agree to first attempt to resolve the dispute informally by sending written notice thereof to Company via email at nexus@svb.com. Each such notice must set forth: (a) your name, address, email address and telephone number; (b) the nature and basis of the dispute; and (c) the specific relief sought. If you and Company cannot reach an agreement to resolve the dispute or claim within thirty (30) days after such a notice is received by Company, then either you or Company may submit the dispute to binding arbitration in accordance with this Agreement.

c. Arbitration Proceedings. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. The Commercial Arbitration Rules are available online at https://adr.org/sites/default/files/CommercialRules_Web.pdf. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. You and Company agree that the state or federal courts located in the State of California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you. You and Company agree that each party will be responsible for its respective fees and costs in connection with arbitration, provided that you will pay the filing fee for any arbitration initiated by you and Company will pay the filing fee for any arbitration initiated by Company.

d. Opt-Out. You have the right to opt out of final and binding arbitration by providing notice to Company within thirty (30) days of the date you first accepted the terms of this Section 16 by emailing us at nexus@svb.com. In order to be effective, the opt-out notice must include your full name and address and unequivocally indicate your intent to opt-out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with all other parts of this Agreement, including this Section 16, which will continue to apply to you.

e. Governing Law. The terms of this Agreement and your use of the Platform, including any and all disputes related to the foregoing, will be governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Any dispute between you and Company that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in California.

17. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Company does not endorse any of the products or services listed on such site.

18. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send to Company a written notice by mail, e-mail or fax, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent to nexus@svb.com.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

19. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

20. First-Citizens Bank & Trust Company. You understand and agree that all subsidiaries and divisions of First-Citizens Bank & Trust Company are third-party beneficiaries of this Agreement. As such, any rights provided herein also inure to the benefit of any First-Citizens Bank & Trust Company entity or member organization, and any First-Citizens Bank & Trust Company entity or member organization may rely upon this Agreement and enforce any rights provided to Company herein.

21. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either you or us of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title or summary contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation”. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Platform or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in arbitration, judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

22. Information or Complaints. All questions, complaints or notices relating to the Platform or this Agreement should be delivered to Company via e-mail at nexus@svb.com. 

23. Compliance Notes. First Citizens Bank & Trust Company is a member of the FDIC and the Federal Reserve System. Silicon Valley Bank is a division of First-Citizens Bank & Trust Company, a subsidiary of First Citizens BancShares, Inc. (Nasdaq: FCNCA).