Last Updated: June 3, 2020
Passthrough provides an online fund subscription management platform. We provide tools and materials to assist you with the organization, preparation,tracking, execution, and storage of your own documents and related information. Passthrough utilizes your usage data to make future fund closings and other transactions simpler, quicker, and easily repeatable on our platform. Any documents, materials, or other information made available by Passthrough are for informational purposes only; they are not legal or investment advice.
“Site” refers to the website located at www.passthrough.com and any website made available by Passthrough. Certain features of the Site may be subject to additional terms, rules, or guidelines. All such additional terms, rules, and guidelines are incorporated by reference into these Terms. Your use of Passthrough’s website, products,services, and associated systems (“Services”)are provided by Passthrough pursuant to a separate manually or digitally executed agreement. Those additional provisions become part of your agreement with us, if you use our Services. If you are a customer of Passthrough, you are also subject to the terms and conditions of the Master Subscription Agreement.
“You” and “your” refer to each customer, Site visitor, or user of any of our Services (as defined below). If you access or use the Services on behalf of a company, organization, or other entity, then (a) “you” and “your” also refers to that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (c) you agree to these Terms on the entity’s behalf.
It is your responsibility to review these Terms periodically. You may not access or use the Site or accept these Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Site.
1.1 Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. In some cases, an Account may be assigned to you by an administrator (e.g., your employer). You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information.
1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Passthrough of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Passthrough cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2.1 License. Subject to these Terms, Passthrough grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
2.3 Modification. Passthrough reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Passthrough will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services.
2.4 Ownership. Excluding any Customer Data that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Passthrough or Passthrough’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Passthrough and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Passthrough a worldwide, limited-term license to host, copy, use, transmit, display, and otherwise use your Customer Data, and to grant sublicenses of the foregoing rights, solely for the purposes of providing and ensuring proper operation of the Services in accordance with these Terms. Subject to the limited licenses granted herein, Passthrough acquires no right, title, or interest from you or your licensors under these Terms or to any Customer Data.
3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Site to collect, upload, transmit, display, or distribute any Customer Data (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
3.4 Enforcement. We reserve the right (but have no obligation) to review any Customer Data, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your Customer Data, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
3.5 Feedback. If you provide Passthrough with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Passthrough all rights in such Feedback and agree that Passthrough shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Passthrough will treat any Feedback you provide to Passthrough as non-confidential and non-proprietary. You agree that you will not submit to Passthrough any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify and hold Passthrough (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your Customer Data. Passthrough reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Passthrough. Passthrough will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5.1 Other Users. Each user of the Site is solely responsible for any and all of its own Customer Data. Because we do not control Customer Data, you acknowledge and agree that we are not responsible for any Customer Data, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any Customer Data. Your interactions with other Site users are solely between you and such users. You agree that Passthrough will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
5.2 Release. You hereby release and forever discharge the Passthrough (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your Customer Data associated with your Account from our live databases. Passthrough will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your Customer Data. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to Passthrough, for which monetary damages would be inadequate, and you consent to Passthrough obtaining any injunctive or equitable relief that Passthrough deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Passthrough may have at law or in equity.
10.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10.2 No Legal Advice. We are not a law firm, we do not provide any legal advice, and there is no attorney-client relationship between you and Passthrough or any employee or other person associated with Passthrough. Any materials prepared or distributed by Passthrough are for general informational purposes only and do not constitute advertising, a solicitation, or legal advice. Passthrough does not review your documents or transactions for legal sufficiency, draw legal conclusions, provide legal advice, opinions, or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. Our Services are not substitutes for the advice of an attorney and if you need legal advice for your specific matter, or if your matter is too complex to be addressed by our tools, you should consult a licensed attorney in your area.
10.3 No Investment Advice. Passthrough may provide information and analytics in regards to market standards and usage data related to the transactions facilitated using our Services. Such information and analytics is for informational purposes only and should not be construed as investment advice.
10.4 No Sale of Securities. Passthrough does not sell, nor do we offer tosell, any securities. No information provided through the Services is intendedto constitute, nor shall it be interpreted as, any such sale or offer to sell. Passthroughis not a registered security broker or dealer and is not regulated under thesecurities laws. Any company, investor or other user who uses the Services inconnection with a potential transaction does so at its own risk and is solelyresponsible for conducting its own legal, accounting, and due diligence review.
10.5 Use in Non-US Jurisdictions. Passthrough’s Services are controlled and operated from the United States. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States. Passthrough makes no representations that the Services are appropriate or available for use in other locations. Users who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
10.6 Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts of the State of New York for resolution of any disputes arising out of this Agreement.
10.7 Electronic Communications. The communications between you and Passthrough use electronic means, whether you use the Site or send us emails, or whether Passthrough posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Passthrough in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Passthrough provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
10.8 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Passthrough is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Passthrough’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Passthrough may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
10.9 Copyright/Trademark Information. Copyright © 2020 Passthrough, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.