Terms of Service
Please read these Terms of Service (the “Agreement”) carefully. Your use of the Site (as defined below) constitutes your consent to this Agreement. This Agreement is between you and Ducera Partners LLC (“Company,” “we” or “us”) concerning your use of (including any access to) the Company website currently located at ducerapartners.com (together with any materials and services available therein, and successor site(s) thereto, the “Site”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company through the Site, or otherwise made available to you by Company. Your use of the Site is governed by this Agreement regardless of how you access the Site, including through the Internet, through a mobile network or otherwise.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF OR FOR THE BENEFIT OF ANY CORPORATION, PARTNERSHIP OR OTHER BUSINESS ENTITY WITH WHICH YOU ARE ASSOCIATED (“BUSINESS”), YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH BUSINESS TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, SUCH BUSINESS SHALL NOT ACCESS, USE OR OTHERWISE BENEFIT FROM THE SITE. References to “you” and “your” in this Agreement shall refer to both the individual accessing the Site and any such Business.
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 Site. 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 Site following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.
Information Submitted Through the Site
The Site 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 Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Rules of Conduct
In connection with the Site, you must not:
Post, transmit or otherwise make available through or in connection with the Site 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.
Post, transmit or otherwise make available through or in connection with the Site 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
Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful.
Harvest or collect information about users of the Site.
Interfere with or disrupt the operation of the Site or the servers or networks used to make
the Site available, including by hacking or defacing any portion of the Site; or violate any
requirement, procedure or policy of such servers or networks.
Restrict or inhibit any other person from using the Site.
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 Site except as
expressly authorized herein, without Company’s express prior written consent.
Reverse engineer, decompile or disassemble any portion of the Site, except where such
restriction is expressly prohibited by applicable law.
Remove any copyright, trademark or other proprietary rights notice from the Site.
Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site
into any product or service, without Company’s express prior written consent.
Systematically download and store Site content.
Use any robot, spider, site search/retrieval application or other manual or automatic
device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or
reproduce or circumvent the navigational structure or presentation of the Site, 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 Site’s root
directory, Company grants to the operators of public search engines 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 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 Site.
Information and Services
The Site may make available information, data, materials, services and descriptions of services (collectively, “Services”), as well as references and links to such Services. Such Services may be made available by Company or by third parties, and may be made available for any purpose, including for general information purposes. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of any or all of the Services and the Site. 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 of the Site, or by anyone who may be informed of the content of any Services.
We may (but have no obligation to) monitor, evaluate or analyze your access to and use of the Site. We may disclose information regarding your access to and use of the Site and the circumstances surrounding such access and use to anyone for any reason or purpose.
Company’s Proprietary Rights
We and our suppliers own the Site, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include DUCERA and any associated logos. All trade names, trademarks, service marks and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos 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 Site should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
Your Right to Use the Site
Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access hereunder, on any single device, solely for your personal, non-commercial use, or, if you are a Business, for your internal business use.
Third Party Materials
Links. Certain Site functionality may make available access to information, products, services and/or materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials 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 Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
Disclaimer of Warranties
THE SITE, SERVICES AND ANY THIRD PARTY MATERIALS 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. COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE, SERVICES AND ANY THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, 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 ON BEHALF OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, PARTNERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”).
While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at firstname.lastname@example.org with a description of such alteration and its location on the Site.
Limitation of Liability
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, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE OR DATA, LOSS OF GOODWILL, LOSS OF OTHER INTANGIBLES, LOSS OF INFORMATION OR MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION THEREOF BY THIRD PARTIES), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY SERVICES OR THIRD PARTY MATERIALS, INCLUDING IN CONNECTION WITH ANY VIRUS THAT MAY BE TRANSMITTED THEREBY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE, SERVICES OR ANY THIRD PARTY MATERIALS IS TO STOP USING THE SITE. 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 (A) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY TO USE THE SITE; AND (B) TEN DOLLARS ($10). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH COMPANY AND THE AFFILIATED ENTITIES.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Company, 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 Site; or (b) any violation or alleged violation of this Agreement by you.
This Agreement is effective until terminated. Company may terminate or suspend your use of the Site 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 Site will immediately cease. The preamble and Sections 2-7 and 9-17 shall survive any expiration or termination of this Agreement.
Jurisdiction. All matters arising out of or relating to the Site, Services and this Agreement are governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in New York County, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts. YOU AGREE THAT (A) COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY, (B) CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND (C) YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
If you would like to contact us regarding the Site, please send an e-mail to email@example.com. You may also contact us by writing to 499 Park Avenue, 16th Floor, New York NY 10022, or by calling us at 212-671-9700. Please note that e-mail communications will not necessarily be secure; accordingly you should not include sensitive information in your e-mail correspondence with us.
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.
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 party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title 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 Site 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 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.