Terms of Use

Welcome to Private Access Network.

These terms of use (as amended or modified, the “Terms of Use“) should be read carefully before accessing the websites of Private Access Network, LLC, a Delaware limited liability company (“Private Access Network”). The Terms of Use sets forth the legally binding terms and conditions applicable to the Private Access Network website, www.privateaccessnetwork.com and all pages associated with such domain name (the “Site“). By using the Site in any manner, including but not limited to visiting or browsing the Site, each User agrees to be bound by (i) the Terms of Use, (ii) that certain privacy policy applicable to the Site (the “Privacy Policy”), and (iii) all other operating rules, policies and procedures that may be published by Private Access Network from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Private Access Network from time to time without notice to Users.

The terms and conditions of the Terms of Use are in addition to, and do not alter the terms of, any other agreements between you and Private Access Network, including any customer, account or subscriber or subscriber agreements, and any other agreements that govern your use of products, services, content, tools, and information available through the Site.  Every User must acknowledge and agree to the Terms of Use and the Privacy Policy in order to access the Site. The Terms of Use apply to every person that accesses the Site (each, individually, a “User”).

Private Access Network reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny a User access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Private Access Network does not undertake any obligation or responsibility to update or amend any such information. Private Access Network may discontinue or change any product or service described in or offered on the Site at any time. Private Access Network further reserves the right, in its sole discretion, to block or otherwise discontinue access and use of the Site at any time and for any reason. You agree that Private Access Network will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Qualifications

While certain parts of the Site are open to everyone, certain portions are accessible only by using a registered username and password (an “Account”). Only Users who have been pre-cleared as “accredited investors” under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and have entered into a subscriber agreement (each, a “Subscriber Agreement”) with Private Access Network can create an Account and become a Private Access Network member (each such User, a “Member”).  Members are able to view additional content and receive additional services from Private Access Network and its affiliates on the Site (the “Service”) through a portion of the Site accessible only to Members.  The Service is available only to those who understand economic, financial and investment risk, and are ultimately willing to bear the consequences if they take on that risk.  A User applying to become a Member must represent and warrant that, if the User is an individual, that the User is of legal age to form a binding contract, and that all registration information the User submits on its Subscriber Agreement is accurate and truthful.  Members should be aware that additional terms and conditions will apply to the use of the Service which will be addressed in their Subscriber Agreement and in the section of the Terms of Use.

Private Access Network may, in its sole discretion, refuse to offer the Service to any User and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If a particular User is accessing the Site on behalf of any entity, such User represents and warrants that he/she is authorized to accept these Terms of Use on such entity’s behalf, and that such entity agrees to indemnify Private Access Network for violations of the Terms of Use.

No Investment Advisory Relationship

Private Access Network is not acting as an investment adviser to any User, including, but not limited to, Members using the Service.  No content on the Site, including content obtained through use of the Service, should be construed as investment advice.  Private Access Network does not provide investment advice and is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or under state law.  None of the Content (defined below) constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information on the Site has been prepared without reference to any particular User’s investment requirements or financial situation, including in the case of Members accessing the Restricted Sections (as defined below) of the Site.

Member Agreements and Considerations

Certain portions of the Site are accessible only by Members. In such sections (each, a “Restricted Section”), among other things, Members may have access to information regarding special purpose private investment vehicles (“SPVs”) managed by an affiliate of Private Access Network that invest in specific venture capital companies (“Issuers”).

Unauthorized access of the Restricted Sections and use of the Site and the Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. Each Member is responsible for monitoring their Account and should promptly report any unauthorized or suspicious activity in the account to us at [email protected]. Each Member is responsible for any unauthorized use of his/her Account made before the Member has notified Private Access Network and Private Access Network has had a reasonable opportunity to act on that notice. Private Access Network reserves the right at its discretion to suspend or cancel a Member’s Account, which will be followed by notice of such suspension or cancellation, if Private Access Network suspects that it is being used in an unauthorized or fraudulent manner.

If a Member wishes to terminate its Account, the Member may do so by following the instructions on the Site.

By becoming a Member, each Member understands that such Member may not directly contact the Issuers in which the SPVs have invested or are considering investing without the prior, express, written permission of Private Access Network. Similarly, a Member understands and agrees that it may not attempt to enter into any transactions with such Issuers outside of the Service.  Notwithstanding the foregoing, Private Access Network may, in its discretion, waive this provision for a Member who had a significant prior relationship with the particular Issuer in question.

By using and accessing Private Access Network, each Member agrees to keep all information it learns about Issuers, SPVs and investment opportunities on the Restricted Sections of the Site private and confidential. To the extent a Member receives information from Private Access Network, Issuers, or other Members with respect to any investment activity on the Restricted Sections of the Site, a Member may not further disclose or otherwise provide such information to another party in any way without the prior, express, written permission of Private Access Network. Each Member agrees that Private Access Network may, at its sole discretion, and to the extent permitted by law, access, read, preserve and disclose a Member’s Account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, subpoena, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce these Terms of Use and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to the Member’s requests for customer service; or (f) protect the rights, property, or personal safety of Private Access Network, its users, or the public.

Modification of Agreement

Private Access Network reserves the right, at its sole discretion, to modify or replace any of the terms of these Terms of Use, or change, suspend, or discontinue any feature or portion of the Site (including without limitation, the availability of any feature, database, or content) at any time. Such modification shall become part of these Terms of Use and are automatically effective once posted on the Site. Private Access Network may also impose limits on certain features and services or restrict a User’s access to all or part of the Site without notice or liability. It is a User’s responsibility to check the terms of the Terms of Use periodically for changes. A User’s continued use of the Site following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Each User’s use of the Site is governed by the Terms of Use in effect on the date of such use.

Proprietary Rights

The Site, including all content, media and materials, all software, code, design, text, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, writings, spoken statements, music, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation or other written materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Site, including, without limitation, the selection, sequence and ‘look and feel’ and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other works, characters, real or imaginary, in any part of the world (all of the foregoing, individually and/or collectively, is referred to herein as “Content“), are the property of Private Access Network and/or its affiliates, and their authorized advertisers, licensors, suppliers, service providers, promotional partners and/or sponsors.  All Content on the Site is legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties.  As such, Users should assume that all Content contained in the Site is either the copyrighted property of Private Access Network, unless otherwise noted, or are the copyrighted property of third parties or other Users.

The brands, names, logos, trade names, trademarks, service marks and other distinctive identifications (collectively “Marks“) on or of the Site, including, without limitation, the stylized logo are the trademarks and intellectual property of and proprietary to Private Access Network.  Users have no right to use any of these Marks or any confusingly similar marks for any purpose without the express, prior, written consent of Private Access Network.

Except as set forth above, Private Access Network allows Users to upload content to the Site.  Such uploads by Users are owned by such Users.  Each User hereby expressly grants Private Access Network a non-exclusive, royalty-free, fully-paid, perpetual, irrevocable right and license to display such content on the Site.  The views and opinions expressed by a User on the Site are solely those of the User or other contributor.  These views and opinions do not necessarily represent those of Private Access Network, and/or any other contributors to the Site.

Authorized Use

A User may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. Each User agrees that it will not engage in any activities related to the Site that are contrary to applicable laws or regulations.

The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Private Access Network is not authorized to provide such Content. Some products and services described in the Site may not be available in all jurisdictions or to all Users.

Private Access Network encourages Users to interact through the features of the Site.  However, Private Access Network insists that the interactions are consistent with and relevant to the purpose of the Site and are, above all, lawful and civil. Each User agrees not to post any content that the User does not have the right to transmit. While Private Access Network encourages constructive criticism, questioning and feedback, it will not tolerate rudeness, exploitation or solicitation.

Third Party Content

Certain portions of the Site may contain third party content and may provide links to web pages and content of third parties (collectively “Third Party Content“). Private Access Network does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. Each User acknowledges and agrees that Private Access Network is not responsible or liable in any manner for any Third Party Content or a User’s reliance upon Third Party Content. Users read, use and rely upon such Third Party Content at their own risk.

Copyright Policy

If a User believes that any material on the Site violates the Terms of Use or a User’s intellectual property rights, such User should notify Private Access Network as soon as possible by sending an email to [email protected], with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on the User’s behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Private Access Network to locate the material; (iv) the User’s contact information, including its address, telephone number, and an email address; (v) a statement by the User that it has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that the User is authorized to act on behalf of the copyright owner.

Private Access Network respects the intellectual property of others, and ask Users to do the same.  Accordingly, Private Access Network has adopted the following Intellectual Property Compliance Policy.  If any Member believes its copyright, trademark, or other property rights (“IP Rights”) have been infringed, the owner of such IP Rights (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately.  To be effective, the notification must include:

1. A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
2. Identification of the IP Rights claimed to have been infringed;
3. Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
4. Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s IP Rights that is to be removed and information reasonably sufficient to permit us to locate such materials;
5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
6. A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive IP Right that is allegedly infringed.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), Private Access Network’s designated agent for notice of claims of IP Rights infringement (“Designated Agent”) can be reached as indicated below.

Designated Agent:
Private Access Network, LLC
1577 Spring Hill Road
Suite 260
Vienna, VA 22182
Phone: 844-726-7365
[email protected]

On notice, Private Access Network will act expeditiously to review and if necessary to remove content on the Site that infringes the copyright rights of others and will disable the access to the Site and its services of anyone who uses them to infringe repeatedly the intellectual property rights of others.  Any such removal will be without liability to the Member or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.  Private Access Network takes protection of copyrights, both our own and others, very seriously.

Termination

Private Access Network may terminate a User’s access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with a User’s use of the Site. All provisions of the Terms of Use shall survive termination, including, without limitation, the sections titled “Proprietary Rights”, “Warranty Disclaimer”, Indemnification”, and “Limitation of Liability.”

Warranty Disclaimer

Private Access Network has no special relationship with or fiduciary duty to each User. Each User acknowledges that Private Access Network has no control over, and no duty to take any action regarding: (i) which Users gains access to the Site; (ii) what content a User accesses via the Site (save in the case of areas of the Site accessible only to Members); (iii) what effects the Content may have on a User; (iv) how a User may interpret or use the Content; (v) or what actions a User may take as a result of having been exposed to the Content.

Each User releases Private Access Network from all liability for the User having acquired or not acquired Content through the Site. Private Access Network makes no representations concerning any Content contained in or accessed through the Site, and Private Access Network will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site.

Private Access Network neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. A — USER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS — USE OF THIS SITE AND SITE-RELATED SERVICES.

Electronic Communication Privacy Act Notice (18 United States Code Sections 2701-2711): Private Access Network makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the Site. Private Access Network will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Private Access Network’s equipment, transmitted over networks accessed by the Site, or otherwise connected with a User’s use of the Site.

Indemnification

Each User shall defend, indemnify, and hold harmless Private Access Network, its directors, employees, agents, and affiliates and each of its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, third party claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to a User’s use or misuse of, or access to, the Site, Content or otherwise from a User’s submissions, violation of the Terms of Use, or infringement by the User of any intellectual property or other right of any person or entity. Private Access Network reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by a User, in which event the User will assist and cooperate with Private Access Network in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL PRIVATE ACCESS NETWORK, NOR ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIR– USES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO A — USER.

Governing Law; Arbitration

The Terms of Use (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and Private Access Network, any dispute arising out of or relating to these Terms of Use or the breach hereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules. If the parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against Private Access Network only in an individual capacity and not as a named plaintiff or class member in any purported class or representative proceeding.

Integration and Severability

The Terms of Use and, where applicable, each Subscriber Agreement and the Privacy Policy (collectively, the “Agreement”), are the entire agreement between the User and Private Access Network with respect to the use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the User and Private Access Network with respect to the Site. If any provision of the Agreement is found to be unenforceable or invalid, such provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

PayPal Payment Services

Private Access Network uses PayPal Holdings, Inc. (“PayPal”) as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By making use of some or all of these payment services on Private Access Network, the User agrees to be bound by PayPal’s terms and conditions (available at https://www.paypal.com/us/webapps/mpp/ua/useragreement-full along with its privacy policy: https://www.paypal.com/us/webapps/mpp/ua/privacy-full) and hereby consents and authorizes Private Access Network to delegate the authorizations and share the information the User provides to Private Access Network with its third party service provider(s) to the extent required to provide the payment services to the User. Users can contact PayPal directly for payments support at https://www.paypal.com/selfhelp/contact/email.