APEX CAPITAL PARTNERS WEBSITE TERMS & CONDITIONS

Last updated: April 4, 2022

These Terms & Conditions (the “Terms”) govern the relationship between Apex Capital Partners, LLC (hereinafter, “Apex Capital,” “us,” or “we”) and you regarding your use of the website at www.apexcapitalpartner.com (“Website”). The Website is owned and operated by Apex Capital.

Use of the Website is also governed by Apex Capital’s Privacy Policy, the current version of which can be found at www.apexcapitalpartner.com/privacypolicy (the “Privacy Policy”), which is incorporated herein by reference.

IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE WEBSITE.

IMPORTANT NOTICES BELOW REGARDING CONTENT:

No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information contained on the Website. No reliance may be placed for any purpose on such information. Information on the Website has been derived from materials made available to Apex Capital by outside sources. Neither Apex Capital nor any of its affiliates, owners or employees assumes any responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Certain information on the Website may contain forward-looking statements, which are subject to risks and uncertainties and speak only as of the date on which they are made. Apex Capital undertakes no obligation to update or revise any information herein, whether as a result of new information, future developments or otherwise. Apex Capital is not utilizing the Website to provide investment or other advice, and no information or material on the Website is to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, content or other materials contained on the Website should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities.

  1. Basic Rules and Rights We Are Granting.
    1. License Grant and Permission. Subject to your agreement and continuing compliance with these Terms and any other relevant Apex Capital policies, Apex Capital grants you a non-exclusive, non-transferable, revocable limited right and license to access and use the Website.
    2. Minimum Age Requirement For Users Who Are Individuals. If a User is an individual, a User may only use the Website if such User is at least 18 years of age. If you are under the age of 18, you represent that you have received permission from a parent or guardian to enter into these Terms.
    3. Use of the Website: The following restrictions apply to the use of the Website:
      1. You shall not engage in any act that Apex Capital deems to be in conflict with the spirit or intent of the Website, including but not limited to circumventing or manipulating these Terms;
      2. You may not use the Website in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
      3. You accept full responsibility for any unauthorized use of the Website by individuals or entities not authorized to use the Website on your behalf.
      4. You shall not use the Website to advertise, solicit or transmit any chain letters, junk email or repetitive messages to anyone;
      5. You shall not use the Website to engage in any illegal conduct;
      6. You shall not reproduce, distribute or publicly display any content you access through the Website unless such content is clearly marked as “public” and you have been given the right to view such content; and
      7. You shall not do anything with any content you access through the Website that has been marked with restrictions or other instructions that is counter to such restrictions or other instructions.
    4. License Limitations and Prohibitions.
      1. General Effects of Violations. Any use of the Website in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 1, and may subject you to liability for violations of law.
      2. Policies. You acknowledge that Apex Capital may have in place policies, that supplement or in addition to these Terms, regarding use of the Website available at www.apexcapitalpartner.com/Policies and that you agree to abide by such policies and that such policies are in addition to any obligations you have under this Agreement.
      3. Activity Prohibitions Regarding Use of Website. You agree that you will not, under any circumstances do or assist in facilitating any of the following activities:
        1. Modify or cause to be modified any files or content that are used to offer the Website, without the express prior written consent of Apex Capital;
        2. Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Website (each a “Server”) or (2) the use or enjoyment of the Website by any other person;
        3. Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of Website attacks upon the Website, or other attempts to disrupt the Website or any other person’s use or enjoyment of the Website;
        4. Gain, or attempt to gain, unauthorized access to the Website, servers or networks connected to the Website by any means (including, but not limited to, circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Website);
        5. Post any content that is abusive, threatening, incites or promotes terrorism, promotes the production or use of weapons that cause substantial harm, obscene, defamatory, libelous or racially, sexually, religiously or otherwise objectionable or offensive;
        6. Post, distribute or make available through the Website any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity or other right of any person or entity or impersonates any other person;
        7. Transmit unauthorized communications through the Website, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;
        8. Interfere or attempt to interfere with the proper functioning of the Website or connect to or use the Website in any way not expressly permitted by these Terms;
        9. Make any automated use of the Website or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, as we determine in our sole discretion;
        10. Bypass any robot exclusion headers or other measures we take to restrict access to the Website or use any software, technology or device to send content or messages, scrape, spider or crawl the Website, or harvest or manipulate data from, through, or relating to the Website;
        11. Use, facilitate, create or maintain any unauthorized connection to the Website, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Website or (2) any connection using programs, tools or software not expressly approved in writing by Apex Capital;
        12. Solicit or attempt to solicit personal information from Other Users
    5. Suspension and Termination of Access to Website:
      1. FAILURE TO COMPLY. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCESS TO THE WEBSITE OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS, YOUR RIGHTS TO USE WEBSITE ARE EXPIRED OR BECOME TERMINATED OR YOU USE THE WEBSITE FOR ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR IMPROPER USE. APEX CAPITAL SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION, OR DELETION OF YOUR ACCESS TO WEBSITE.
      2. IP INFRINGEMENT.
        1. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE ACCESS TO ANY OF OUR WEBSITE, OR REMOVE ANY CONTENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING THE WEBSITE IF WE BELIEVE THAT SUCH USE IS CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES.
        2. REPEAT INFRINGERS. IN APPROPRIATE CIRCUMSTANCES IT IS OUR POLICY TO SUSPEND OR TERMINATE RIGHTS OF WEBSITE USERS WHO ARE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
      3. Right to Cease Website. Apex Capital reserves the right to stop offering the Website or part of the Website at any time if Apex Capital believes that the continued offering of the Website or part of the Website will or may cause harm to Apex Capital or you or may result in any violation of applicable law by either Apex Capital or you. If Apex Capital elects to stop offering and/or support the Website or part of the Website, the license granted hereunder to you to use the Website or a part thereof will automatically terminate.
    6. Intellectual Property Ownership in the Website. The Website, and all of its related components and contents, (including without limitation, any computer code, template content, pre-populated content, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within) is owned by Apex Capital or its licensors, and all of which material is protected by United States and international patent, copyright, trademark, trade secret, and other intellectual property laws. You agree not to engage in any reverse engineering, de-compiling or other activities designed to view the source code for the Website and are prohibited from reverse engineering, de-compiling or otherwise engaging in activities designed to view the source code for the Website.
  2. Your Content and Communications.
    1. Posted Content. “Posted Content” means any communications, videos, images, sounds, and all the material, text, drawings, writings, data, and information that you upload, post, publish or transmit through the Website. We may take actions based upon Posted Content including instructions provided within Posted Content but we may also take actions to verify with you that such instructions were truly your intent or to clarify such instructions. You acknowledge that we may reach out to you at anytime regarding any Posted Content before we take action and that you will not assume that any actions were taken by us based upon any Posted Content unless you receive confirmation that such actions are being taken by us.
    2. Obligations Regarding Content. By transmitting or submitting any Posted Content while using the Website, you affirm, represent and warrant that such transmission or submission (a) is accurate and not confidential; (b) not in violation of any applicable law, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the Posted Content; (c) along with the exercise of the rights by Apex Capital granted in Section 2.2, will not result in any infringement of the intellectual property rights of any third party or violate or misappropriate any rights of publicity or privacy for any third party; and (d) is free of viruses, adware, spyware, worms or other malicious code. You further represent and warrant that you have all rights necessary to transmit Posted Content to Apex Capital and to grant the rights in Posted Content granted to Apex Capital under these Terms.
    3. Licenses to Posted Content. You hereby grant Apex Capital a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, assignable, unlimited license and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works of, manufacture, introduce into circulation, publish, distribute, sublicense, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your Posted Content as well as all modified and derivative works thereof. For clarification, Apex Capital will not create derivative works of Posted Content in order to sell or distribute such derivative works on a stand-alone basis and any public display or distribution of your Posted Content to a third party will only be done in a manner consistent with the Privacy Policy. Apex Capital will only exercise the rights granted in this Section 2.3 to offer or to facilitate the offering of Websites. To the extent permitted by applicable laws, you hereby waive any moral rights or any of your rights of publicity or privacy you may have in any Posted Content.
    4. Content Screening.
      1. Consent to Monitoring. By entering into these Terms, you hereby provide your irrevocable consent to our monitoring and recording of your use of the Website. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any information, including without limitation chat, text or voice communications.
      2. Options Regarding Content. Apex Capital may reject, refuse to post or delete any content you submit for use or processing by or through the Website for any or no reason, including, but not limited to for the reason, in the sole judgment of Apex Capital, that such content or the posting of any particular content violates these Terms.
  3. Notices. We may be required to provide you with certain notices and content in connection with your use of the Website or services provided therein. You agree that we may provide you with such notices and content by either emailing you such notices to the email address that we have on file for you or by providing you with a link to a website where such notices and content will be posted.
  4. Updating and Deletion of Content. Apex Capital reserves the right to update any content on the Website at any time and any content or information provided by Apex Capital through the Website may be deleted from the Website after a set time period and you may not be able to view such information after deletion.
  5. Third Party Advertising.
    1. Third Party Advertisements. You understand that the Website may feature advertisements from Apex Capital or third parties. The Privacy Policy addresses our disclosure of information for third party advertising.
    2. Links to Third Party Sites and Dealings with Advertisers. Apex Capital may provide links on the Website to third party websites or vendors who may invite you to participate in a promotional offer in return for receiving a benefit. Any charges or obligations you incur in your dealings with these third parties are your responsibility. Apex Capital makes no representation or warranty regarding any content, goods, or Websites provided by any third party even if linked from our Website, and we will not be liable for any claim relating to any third party content, goods, or Websites. The linked sites are not under the control of Apex Capital and may collect data or solicit personal information from you. Apex Capital is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by Apex Capital of these linked sites.
  6. Seeking to Take Down Infringing Content. It is Apex Capital’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). For more information, please go to Apex Capital’s “Copyright Page” to review our DMCA procedures. Apex Capital reserves the right to terminate without notice any user’s access to the Website if that user is determined by Apex Capital to be a “repeat infringer.” In addition, Apex Capital accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
  7. Updates to the Website or Terms. You understand that the Website may incorporate new features in the future and that Apex Capital may require that you accept updates to the Website or these Terms in order to continue using the Website.
  8. Disclaimer; Limitations; Waivers on Liability; Indemnification.
    1. Disclaimer of Warranties.
      1. WEBSITE PROVIDED “AS IS”. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD THE SHORTER OF THIRTY (30) CALENDAR DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
      2. NO WARRANTY OF ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER APEX CAPITAL NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “APEX CAPITAL PARTIES”) WARRANT THAT THE WEBSITE WILL HAVE CONTINUOUS ACCESS, THAT AVAILABILITY WILL BE UNINTERRUPTED OR THE WEBSITE WILL BE ERROR-FREE.
    2. Limitations; Waivers of Liability.
      1. DISCLAIMER OF INDIRECT DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE WEBSITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE APEX CAPITAL PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE WEBSITE.
      2. DISCLAIMER MAY NOT BE APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU.
    3. Indemnification. You agree to defend, indemnify, save, and hold the Apex Capital Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Website, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. Apex Capital reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Apex Capital and you agree to cooperate with Apex Capital’ defense of these claims. Apex Capital will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of rights to access the Website.
  9. General Provisions.
    1. Updates to the Terms and Privacy Policy.
      1. Right to Update. Apex Capital reserves the right, at our discretion, to change, modify, add or remove portions of these Terms and our Privacy Policy at any time by posting the amended Terms or Privacy Policy through the Website and/or by emailing you a copy of such updated Terms and/or Privacy Policy to the email address we have for you in our records. You may also be given additional notice, such as an email message or messaging within the Website, of any changes. You will be deemed to have accepted such changes by continuing to use the Website. Except as otherwise stated, all amended terms shall automatically be effective thirty (30) calendar days after they are initially posted. Apex Capital may also revise other policies, codes or rules at any time and the new versions will be available for viewing at www.apexcapitpartner.com/updates or through the Website. No amendment to the Terms or Privacy Policy shall apply to any dispute of which Apex Capital had actual notice before the date of the amendment.
      2. Seeking Consent. If Apex Capital revises these Terms or its Privacy Policy and seeks your consent to be bound by such revised Terms or revised Privacy Policy and you do not agree to be bound by such revised Terms or revised Privacy Policy before using the Website again, then notwithstanding anything to the contrary, Apex Capital reserves the right to terminate your use of the Website.
      3. Disagreement With Terms. If at any time you do not agree to any provision of the then-current version of our Terms, the Privacy Policy or any other Apex Capital policy, rule or code of conduct relating to your use of the Website, your right to use the Website will immediately terminate, and you must immediately stop using the Website.
      4. Conflict. To the extent these Terms or the Privacy Policy conflict with any other Apex Capital terms, policy, rule, or code of conduct, the provisions of these Terms and the Privacy Policy will prevail.
    2. Severability. If any provision of these Terms or the Privacy Policy is found invalid, illegal, or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity, illegality, or unenforceability without affecting the validity, legality, or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.
    3. Assignment. Apex Capital may assign any of its rights or delegate any of its obligations under these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under the Terms without the prior written consent of Apex Capital; any purported assignment or delegation in violation of this Section 9.3 is void.
    4. Entire Agreement. These Terms, together with any supplemental policies, the Privacy Policy, and any other documents expressly incorporated by reference herein, contain the entire agreement between Apex Capital and you with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent.
    5. No Waiver. The failure of Apex Capital to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Apex Capital’ right to assert or rely upon any such provision or right in that or any other instance. The express waiver by Apex Capital of any provision, condition or requirement of these Terms or the Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers or other acts or omissions by Apex Capital shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Apex Capital.
    6. Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to Apex Capital are of a unique and irreplaceable nature, the loss of which shall irreparably harm Apex Capital and which cannot be replaced by monetary damages alone, so that Apex Capital shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Website, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Website or any content or other material used or displayed through the Website.
    7. Force Majeure. Apex Capital shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Apex Capital, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Apex Capital’s control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.
    8. Notices. You agree that we may provide you with any notices related to your use of the Website by emailing you at the email address you have provided us and any notice that you are required to provide to us must be provided by mail at Legal Notices, APEX Capital Partners, LLC. 263 Tresser Blvd | 9th Floor | Stamford, CT 06901.
    9. Choice of Law. The Terms and Privacy Policy shall be governed by the laws of the State of Connecticut notwithstanding its conflicts of law provisions.