Terms and Conditions of Website Use Agreement
Effective Date: August 1, 2022
The http://bigskyvc.com website (“Website”) is provided by Big Sky Partners (referred to hereinafter as “BSP” or “we” (including objective “us” and possessive “our”)). These “Terms and Conditions of Website Use” (“Agreement”) constitute the Agreement between you, the end user (“User,” or “you,” including possessive “your,”), and BSP in regard to your use of the Website, regardless of the manner in which you access or use the Website and all features, applications, content (including all text and graphics), and any downloads that are operated by BSP on this Website, and that are available through this Website, and that interact with or link to this Agreement.
If you want to use the Website, you must carefully read this Agreement, because it constitutes a written contract between you and BSP and it affects your legal rights and obligations. Each time you access and/or use the Website, you agree to be bound by and comply with all the terms and conditions of this Agreement: landing on our homepage constitutes your affirmative consent that you will comply with and be bound by the terms of this Agreement. Therefore, do not use the Website if you do not agree to all of the terms of this Agreement.
Also, please note that BSP reserves the right to modify, change, amend, update, or supplement the terms and conditions of this Agreement at any time; and while we may indicate the effective date of the most recent update of this Agreement on the Website, BSP reserves the right to modify, change, amend, update, or supplement the terms and conditions of this Agreement update without advance notice to Users of the Website. Therefore, we recommend that you review this Agreement from time to time to determine if changes have been made to this Agreement.
The Website provides Content (defined in Section 2 below) for the following different types of Users, and this Agreement applies to each category.
In all categories below, if you are a minor, you may not use this Website unless you do so under the immediate supervision of a parent, guardian, or other responsible adult. If you use this Website, you are making an affirmative representation either that you are eighteen years of age (born in 2002 or earlier) or that you are using this Website under the immediate supervision of a parent, guardian, or other responsible adult.
The Website welcomes all visitors. “Visitors” to the Website are defined as persons who use the Website without registering and creating an account with BSP. Visitors may access limited Content (see Section 2) and may engage in limited activities on the Website.
A Visitor may become a Client of BSP. (Please contact us for information in regard to the process for becoming a Client.) In addition to being able to access the Content available to Visitors, BSP may make additional Content available for Clients, and BSP may make it possible for Clients to send secure messages to BSP via the Website.
The Website contains, or may contain, a variety of materials and other items relating to BSP and its products and services, and similar items from our licensors, partners, and other third parties. All content on this Website, including, but not limited to, all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Website, and the compilation, assembly, and arrangement of the materials of the Website and any and all copyrightable material (including source and object code), trademarks, logos, trade names, service marks, company names, and trade identities of various parties, including those owned by BSP (including BIG SKY PARTNERS and the BSP Logo) and those owned by third parties and licensed to BSP for use on the Website (collectively, “Trademarks”), and other forms of intellectual property are defined collectively as “Content,” which term includes all of the foregoing.
The Website (including any past, present, and future versions) and the Content are either owned by BSP or controlled by BSP through licenses granted to BSP by its licensors. All right, title, and interest in and to the Content available via the Website is the property of BSP or of its licensors, and is protected by U.S. federal copyright, trademark, patent, and trade secrets laws and by other federal and state intellectual property and unfair competition laws. In addition to BSP’s copyright ownership of the Content, BSP owns a copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website. “Intellectual Property Rights,” as used in this Agreement, means any and all rights belonging to BSP and existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, in any intellectual property, which includes, but is not limited to, patentable inventions, ideas, and processes, trade secrets, trademarks, trade names, copyrightable works, and any confidential information. As between you and BSP, BSP retains all its respective titles, interests, and ownership in the Website and the Content, and you understand and acknowledge that neither you nor any other User acquires any ownership in any Intellectual Property Rights regarding the Website or the Content under this Agreement.
(1) No Offer to Sell Securities
No Content should be used or considered as an offer to sell or a solicitation of an offer to buy any interest in any investment fund sponsored or managed by BSP or any partner or affiliate of BSP. Any such offer or solicitation can and will be made only by means of a confidential memorandum, only in jurisdictions in which such an offer would be lawful, and only to Clients who meet the suitability requirements of the offer.
(2) Forward-Looking Statements.
The Content may contain forwardlooking statements that are based on BSP management’s beliefs, assumptions, current expectations, estimates, and projections about the financial industry, the economy, or investment prospects. Forward-looking statements are not guarantees of future performance; they involve risks, unknown factors, and uncertainties whose effects are difficult to predict. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forwardlooking statements. As a User of this Website and its Content, you acknowledge and agree that BSP has no liability or responsibility to you for forward-looking statements and that BSP has no obligation to update, amend or clarify any forward-looking statements on this Website.
Opinions expressed in the Content are not intended to provide investment, accounting, tax, or legal advice. Nothing in the Content constitutes a recommendation that you should purchase, sell or hold any security or other investment, or that you should pursue any investment style or strategy. Any opinions expressed in the Content are subject to change. Certain information contained in the Content has been obtained from third-party sources, and while such sources are believed to be reliable, BSP has not independently verified such information and makes no representations about the accuracy of the information or its appropriateness for a particular situation.
(4) Third-Party Websites
The Website and its Content may provide links to other websites operated by third parties who are not related to, affiliated with, or endorsed by BSP. Because BSP has no control over such third-party websites, you understand and acknowledge that BSP is not responsible for the availability of such websites and bears no responsibility or liability whatsoever for any content, advertising, services, products, information, or other materials on or available from such websites. Accordingly, you acknowledge and agree that BSP shall have no responsibility or liability, directly or indirectly, for any damage or loss suffered by you and caused directly or indirectly by such third-party websites. Further, you understand, acknowledge, and agree that this Agreement does not apply to third-party websites and that your use of such websites is subject to the terms and conditions and policies of the owner or owners of such third-party websites.
Subject to your strict compliance with this Agreement, BSP grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license (the “Limited License”) to do the following: download (for temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in any form, other than as made available to access and use via a standard web browser to enable display) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, an “Internet Access Device”) for your personal, non-commercial use only. You understand and agree that your use of any Internet Access Device and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by you to access the Website (“Third-Party Components”) are the sole and exclusive responsibility of you alone, including all costs of your use of such Third-Party Components, and that BSP has no responsibility for such third-party components, services, or your relationships with such third parties. You agree that you shall at all times comply with the lawful terms and conditions of your agreements with such third parties. BSP does not represent or warrant that the Website and the Content are compatible with any specific third-party hardware or software or any other Third-Party Components. You are responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the Website.
Under the Limited License, the Website may offer certain features and services that are available to you via your wireless Internet Access Device. These features and services may include the ability to access the Website’s features and upload content to the Website, receive messages from the Website, and download applications to your wireless Internet Access Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Access Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier directly with questions regarding these issues. You understand and acknowledge that BSP has no responsibility or liability for your ability or inability to access or take advantage of any Wireless Features due to your carrier, your phone service plan, your Internet Access Device, or any other Third Party Component.
The foregoing Limited License does not give you any ownership of, or any other intellectual property interest in, any Content, and BSP reserves the right to suspend or terminate, at any time and for any reason, your Limited License without any advance notice to you, and without any liability. This Agreement includes only narrow, limited grants of rights to Content and to use and access the Website. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by BSP. Any unauthorized use of any Content or the Website for any purpose is strictly prohibited.
In using the Website, you must respect the rights of others. Your unauthorized use of Content may violate rights owned by BSP or its licensors, and/or your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws. If you make unauthorized use of Content owned by BSP or its licensors or of materials owned by a third party, your use may result in personal liability for you, as well as potential criminal liability.
You understand, acknowledge, and agree that BSP may aggregate non-personally identifiable information and demographic data regarding Users, including you, and their behavior on the Website and their activities in regard to the Website and the Content (“Non-PII Data”). BSP may use and retain this Non-PII Data for any purpose, including but not limited to improving or modifying the Website, without any compensation or royalty owed to you or to any other User.
You may be considering providing BSP with unsolicited or univited information, materials, reports, business plans, operating plans, or other written documents (collectively, such unsolicited information and documents are referred to herein as “User-Submitted Materials”). Please know that, without a separate written agreement between you and BSP which obligates BSP to preserve the confidentiality of your materials, BSP has no duty to preserve the confidentiality of any User-Submitted Materials. Further, you understand, acknowledge, and agree that BSP has the right to use, share, disclose, modify, prepare derivative works from, or otherwise incorporate into the Content any User-Submitted Materials any for any purpose and in any manner that BSP desires in its sole discretion. Please consider this provision carefully before sending BSP any information or other materials that you deem confidential or proprietary.
You hereby understand, acknowledge, and agree that you will not do any of the following: alter, modify, edit, amend, abridge, add to, delete from, adapt, repackage, or change any of the Content or the Website in whole or in part; and/or remove any notices of copyright, any watermarking, or any other proprietary notices or language referring to BSP’s ownership of the Content and the Website; and/or copy, reproduce, publish, distribute, or redistribute any of the Content, in whole or in part, to any person who is not an authorized User of the Website; and/or attempt to sell, resell, lend, lease, license, sublicense, assign, or otherwise transfer or attempt to transfer the Content, the Website, any rights granted under this Agreement, or any intellectual property rights owned by BSP to any other person or entity; and/or provide any other person or entity access to the Website by means of your username and/or your password; and/or attempt to lend, lease, license, sublicense, transfer, assign, sell, or resell your username(s) and password(s) to any other person or entity; and/or decompile, disassemble, translate or reverse engineer any portion of the Website or the Content, or otherwise discover or duplicate any technology, routines, computer software, algorithms, methods or underlying ideas or design or user interface techniques included in any portion of the Website or the Content; and/or monitor, gather, copy, or distribute such Content (except as may be a result of standard search engine or activity or use of a standard Internet browser) on the Website by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; and/or frame or use framing techniques to enclose any Content (including any images, text, or page layout) and display any Content within the frame on another website; and/or insert any code or product to manipulate Content in any way that affects, adversely or otherwise any other User’s experience with the Website; and/or make or attempt to make any commercial use or exploitation of the Website or any of the Content; and/or circumvent, disable or otherwise interfere with the security features of the Website or the Content, or any features that prevent or restrict use or copying of any Content or enforce limitations on use of the Content; and/or collect or harvest any PII, including usernames and passwords, from the Website; and/or create multiple accounts by manual or automated means or under false or fraudulent pretenses; and/or create or transmit unwanted electronic communications or “spam” to other Users of the Website; and/or transmit any viruses, worms, defects, Trojan horses or other code sequence or routines of a destructive nature on the Website; and/or use the Website or the Content to violate the security of any computer network, to crack passwords or security encryption codes, or to transfer or store illegal material; and/or use any metatags or any other “hidden text” utilizing any BSP trademarks and/or use any device, software or routine that interferes with the proper working of the Website or the Content; and/or claim the Website or any of the Content as your property, your creation, or your work of authorship, in whole or in part; and/or contest or dispute BSP’s ownership of all intellectual property rights in the Website and the Content; and/or use the Content after the termination date of your account; and/or fail at any time to provide true, accurate, complete, and current account registration data and information; and/or engage in any activities through or in connection with the Website that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, salacious, injurious, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to BSP; and/or use the Website and/or the Content, in whole or in part, in any manner not authorized by this Agreement.
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ANY VIOLATION OF THE FOREGOING PROVISIONS MAY, IN BSP’S SOLE DISCRETION AND JUDGMENT, SUBJECT YOU TO THE IMMEDIATE SUSPENSION OR TERMINATION OF YOUR CLIENT ACCOUNT, AND MAY SUBJECT YOU TO CRIMINAL LIABILITY AND/OR LIABILITY FOR DAMAGES, COSTS, EXPENSES, OR FEES (INCLUDING ATTORNEY’S FEES) INCURRED BY BSP IN ENFORCING ITS RIGHTS AGAINST YOU UNDER THIS AGREEMENT.
If you become a Client, you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree to the following:
BSP shall have no liability for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
If any information that you provide as part of your Client account registration is false, inaccurate, outdated, incomplete, or violates this Agreement, or any legal requirement of state or federal law, then BSP may suspend or terminate your account in its sole discretion. BSP also reserves the general right to terminate your account or suspend or otherwise deny you access to it or its Content, all in our sole discretion, for any reason, and without advance notice to you or any liability.
You represent and warrant the following in respect of this Agreement:
You shall indemnify and hold harmless BSP, its officers, directors, employees, agents, and representatives from, and, at your expense, shall defend BSP against, any loss, damage or expense (including reasonable legal costs) that BSP incurs or becomes liable for as a result of any breach by you of any of the terms of this Agreement; any negligent, reckless or willful act or omission by you or your agents or others for whom you are responsible; any failure by you to comply with applicable laws in performing under this Agreement; any misuse by you of the Website and/or the Content; or, any claim made against BSP by any third party for which BSP is not liable under this Agreement, and which arises as a consequence of your use of the Website. You shall reimburse BSP for its expenses under this Section as they are incurred. BSP shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. You, in the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of BSP, enter into any settlement which adversely affects BSP’s rights or which does not include, as an unconditional term, a release granted to BSP of all liabilities in respect of such claim, action or proceeding.
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOU ARE RESPONSIBLE FOR ALL OF YOUR INTERACTION WITH CONTENT, WITH CLIENTS, AND WITH VISITORS ON THE WEBSITE; THAT YOU ASSUME ALL RISK IN REGARD TO YOUR ACTIVITIES RELATED TO THE WEBSITE; AND THAT BSP HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTION YOU MAY TAKE OR REFRAIN FROM TAKING BASED ON INFORMATION PROVIDED IN THE CONTENT OF THIS WEBSITE.
BSP’S REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT ARE THE ONLY REPRESENTATIONS AND WARRANTIES PROVIDED BY BSP WITH RESPECT TO THE WEBSITE AND THE CONTENT, AND ANY OTHER ITEM OR SERVICE PROVIDED BY BSP. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO THE EXPRESS WARRANTIES PROVIDED UNDER THE AGREEMENT, THE WEBSITE, THE CONTENT, AND ANY OTHER ITEMS OR SERVICES ARE PROVIDED ON AN “AS-IS,” AND “AS-AVAILABLE” BASIS. BSP EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY YOU OR ANY USER AS A RESULT OF PROVISION OR USE OF THE WEBSITE AND/OR THE CONTENT; AND ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION OF OR ACCESS TO THE WEBSITE OR CONTENT OR THE PROVISION OF SERVICES. BSP RESERVES THE RIGHT TO MODIFY AND OR REMOVE ANY PORTION OF THE SERVICES INCLUDING ANY CONTENT, AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU OR TO OTHER USERS. NO ORAL OR WRITTEN INFORMATION BY BSP OR ANY OTHER ENTITY OR PERSON SHALL CREATE ANY ADDITIONAL REPRESENTATION OR WARRANTY BY BSP. BSP DOES NOT REPRESENT, WARRANT, OR GUARANTY TO YOU OR ANY USER ANY PARTICULAR RESULTS TO BE ACHIEVED AS A RESULT OF YOUR USE OF THE WEBSITE, THE CONTENT, OR ANY GOODS OR SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT BSP HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTION YOU TAKE OR REFRAIN FROM TAKING BASED ON YOUR USE OF THE WEBSITE AND/OR THE CONTENT. BSP IS NOT LIABLE FOR ANY DAMAGES THAT YOU OR ANOTHER USER MAY SUFFER ARISING OUT OF USE, DELAY IN PROVIDING, OR INABILITY TO USE, THE WEBSITE AND/OR THE CONTENT. BSP IS NOT LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF ANY OF YOUR REGISTRATION INFORMATION OR DATA.
BSP UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY INABILITY OF YOU OR OTHER USERS TO ACCESS THE WEBSITE. BSP PROVIDES ACCESS TO THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTY THAT THE WEBSITE WILL BE AVAILABLE OR FULLY OPERATIVE AT ANY TIME OR ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THE WEBSITE MAY CONTAIN ERRORS, GLITCHES, BUGS, OR OTHER DEFECTS, AND YOU UNDERSTAND AND ACKOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE WEBSITE ARE FOR YOU TO NOTIFY BSP ABOUT YOUR DISSATISFACTION (IN WHICH CASE BSP WILL REVIEW THE COMPLAINT WITH BSP’S TECHNICAL EXPERTS) AND/OR TO STOP USING THE WEBSITE.
ALTHOUGH BSP ATTEMPTS TO PROVIDE HIGH QUALITY CONTENT, BSP IS NOT RESPONSIBLE FOR ANY PERCEIVED FALSE, MISLEADING, INCOMPLETE, INACCURATE, OR OTHERWISE DEFECTIVE CONTENT. CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND BSP IS NOT RESPONSIBLE FOR ANY RELIANCE UPON CONTENT BY YOU OR OTHER USERS, OR BY ANY THIRD PARTY. FURTHER, BSP IS NOT RESPONSIBLE FOR ANY ACTIONS YOU TAKE OR REFRAIN FROM TAKING BASED ON THE CONTENT OF THE WEBSITE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF DISSATISFACTION WITH THE CONTENT IS FOR YOU TO NOTIFY BSP ABOUT YOUR PERCEPTIONS OF THE CONTENT (IN WHICH CASE BSP WILL REVIEW THE COMPLAINT(S) WITH ITS SUBJECT MATTER EXPERTS) AND/OR TO STOP USING THE CONTENT.
IN NO EVENT WILL BSP’S LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE CONTENT, THE WEBSITE, OR ANY OTHER ITEMS OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CLAIM OR FORM OF ACTION, INCLUDE ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LOSS OF BUSINESS OR PROFITS, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF BSP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California. Disputes arising under this Agreement shall proceed through three levels of resolution, if necessary: negotiations between you and BSP, mandatory mediation, and court proceedings. Any dispute which arises under this Agreement and cannot be resolved by good-faith negotiations between the parties within ninety (90) days must be submitted for a mandatory mediation procedure in San Francisco, California before a neutral mediator chosen and appointed by Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The mediation shall take place on within ninety (90) days after the mediator has been appointed, and at the direction of the mediator. The mediation shall take place on one business day and shall last no longer than ten (10) hours unless the parties mutually agree to an extension of the mediation procedure. The mediator shall apply U.S. and California law to substantive issues and the JAMS procedural rules for commercial mediation to procedural issues. The parties shall bear their own costs for the mediation, and they shall split equally the costs and fees of the mediator. If either party is unsatisfied with the resolution provided by the mediator, either party may file a claim in the appropriate state or federal court sitting in the Northern District of California. You hereby consent and absolutely agree to the jurisdiction of state and federal courts sitting in the Northern District of California for resolving any disputes arising under this Agreement which cannot be resolved either by negotiations or by mediation between you and BSP.
(1) BSP’s Right to Injunctive Relief. The foregoing provision regarding dispute resolution will not apply to any legal action taken by BSP to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any threatened or potential loss, cost, or damage) relating to the Website, any Content, BSP’s Intellectual Property Rights, BSP’s operations, and/or BSP’s products or services.
(2) Your Waiver of Injunctive or Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE WEBSITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT ORDER OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY BSP OR BY A LICENSOR OF BSP.
BSP reserves the right to modify this Agreement at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Website so that they are accessible via a link on the Website, and that your use of the Website after we post the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms and to the most recent version of this Agreement. The Updated Terms will be effective as of the time that BSP posts them on the home page of the Website, in the header of this Agreement, or such later date as may be specified in them. You understand and acknowledge that BSP shall only be posting the most recent version of this Agreement on the Website, that you are bound by the most recent version of this Agreement at any time you use or access the Website, and, therefore, you agree that it is your responsibility to review this Agreement on a regular and frequent basis.
If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in this Agreement, the word will be deemed to mean “including, without limitation.”
Whenever you communicate with BSP electronically, such as via e-mail and text message, you consent to receive communications from BSP electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
BSP reserves the right, without any limitation, to investigate any suspected breaches of its Website security or its information technology or other systems or networks, investigate any suspected breaches of this Agreement, investigate any information obtained by BSP in connection with reviewing law enforcement databases or complying with criminal laws, involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, prosecute violators of this Agreement, and discontinue the Website, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any Client accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.
BSP may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without any advance notice to you or other Users. This Agreement may not be assigned by you in whole or in part, without the prior written consent of BSP.
Except as expressly set forth in this Agreement, no failure or delay by you or BSP in exercising any rights or remedies under this Agreement will operate as a waiver of that or any other right or remedy.
Neither this Agreement, nor any terms and conditions contained herein shall be construed as creating a partnership, joint venture, franchise or agency relationship between you and BSP.
This Agreement contains your entire understanding with BSP with respect to the subject matters covered by this Agreement, and it supersedes any and all prior oral or written proposals or understandings.