Spinup (the “Application”) has been established by Spinup Technologies Inc (the “Company”) as a software tool and does not provide any financial or investment advice. No persons associated with the Application or the Company are certified, registered, authorized, as any type of financial planner or broker-dealer. None of the Application, the Company or their owners, employees or any personnel is an investment adviser registered with the U.S. Securities and Exchange Commission or any state securities agency, or a registered broker-dealer and maintains no other regulatory credentials associated with the management or recommendation of financial assets. The Application is a technology solution for investors and fund sponsors to engage with one another.

 

You understand and agree that this Application and the materials, products and services provided on or through this Application are provided on an "as is" "as available" basis. To the fullest extent permitted under applicable law, the Company and any third party providers expressly disclaim all warranties, whether express or implied, including without limitation any implied warranties of title, merchantability, non-infringement and fitness for a particular purpose, and all warranties regarding security, currency, correctness, quality, accuracy, completeness, reliability, performance, timeliness or continued availability, with respect to (i) the Application; (ii) any materials, products or services available on or through the Application; (iii) use of the Application, materials, products, or services; and (iv) the results of the use of the Application, materials, products or services. Further, the Company and any third party providers expressly disclaim all warranties with respect to any delays or errors in the transmission or delivery of any materials, products or services available through this Application.

 

If you are accessing the application as an investor: The information provided on this Application is not financial, tax or legal advice and the Company does not give advice or offer any opinion with respect to the suitability of any security or investment that may be described on the Application. All information available on or through this Application is provided for information purposes only, and no reference to any specific security constitutes a recommendation, solicitation or offer to buy, sell, or hold that security or any other security nor should it be used in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other instrument. Such information does not attempt or claim to be a complete description of the securities, markets, or developments referred to on the Application. You acknowledge and agree that your decision to use the Application or to take any action or refrain from taking any action as a result of your use of the Application will be your decision alone, based solely on your own evaluation of your financial circumstances, your investment objectives and the nature, potential value and suitability of the transactions you make. You should consult an appropriate professional for specific advice tailored to your situation. WE SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION TAKEN BY YOU ON THE APPLICATION, INCLUDING ANY INVESTMENT IN ANY FUND OR WITH ANY FUND MANAGER THAT IS LISTED ON THE APPLICATION. 

 

If you are accessing the Application as a fund sponsor: Neither the Company nor the Application takes any responsibility for compliance with applicable law or regulation regarding the offering of securities. Neither the Company nor the Application nor any employee, owner or person associated with the Company or the Application is registered with the U.S. Securities and Exchange Commission as a broker-dealer, or is a member of the Financial Industry Regulatory Authority. In order to use the application to connect with potential investors, fund sponsors will pay a subscription fee and are not being charged any transaction based fees based upon any investment by users of the Application. The fund sponsor, and not the Company or the Application, is responsible for ensuring that any offering conducted by the fund sponsor is being conducted in a manner consistent with any U.S. law or the law of any applicable jurisdiction in which the fund sponsor operates. WE SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION TAKEN BY YOU ON THE APPLICATION, INCLUDING ANY VIOLATION OF U.S. LAW OR THE LAW OF ANY OTHER JURISDICTION REGARDING THE OFFERING OF INVESTMENT PRODUCTS. 

 

BY ACCESSING THIS APPLICATION, YOU AGREE TO WAIVE ALL CLAIMS AGAINST US AND ALL THIRD PARTY PROVIDERS REGARDING THIS APPLICATION AND YOUR USE THEREOF. YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS APPLICATION OR ITS SERVICES BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, TRADING LOSSES, GOOD WILL, BUSINESS INTERRUPTION, SAVINGS OR DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE RELIANCE ON, USE OF OR INABILITY TO USE THIS APPLICATION; (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR BY ANYONE TO WHOM YOU COMMUNICATE INFORMATION DERIVED FROM THIS APPLICATION, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (3) FORCE MAJEURE AND ANY SIMILAR EVENTS THAT ARE BEYOND OUR CONTROL; OR (4) ANY OTHER MATTER RELATING TO THE USE OF THIS APPLICATION. WE CANNOT AND WILL NOT ASSUME ANY LIABILITY FOR UNAUTHORIZED OR FRAUDULENT USE OF THIS APPLICATION. OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE OR CLAIM RELATED TO USE OF THE APPLICATION IS YOUR CESSATION OF THE USE OF THE APPLICATION.

 

You agree to indemnify, defend and hold harmless the Company and its third party providers, and each of its and their officers, directors, employees, and agents, from and against all claims, demands, liabilities, damages, losses or expenses, including reasonable attorneys' fees, relating to any information you submit, post to or transmit through this Application, your use of this Application and your violation of the terms of use of this Application. 

 

The Application utilizes reasonable security technologies to protect sensitive information. However, the security of this information depends in part on the security of the computer or device you use to communicate with us and the security provided by your internet access services provider. We are not responsible for the security of your internet access services provider; you should review the security and privacy policies of your internet access services provider carefully. Information that you access via this Application may be stored on your computer or device during your session for your convenience. If others have access to your computer or device they may be able to access this information. We are not responsible for the security or privacy of information communicated to or from such a computer or device. Finally, you should keep any correspondence you receive relating to this Application confidential and in a safe place.