The following Terms of Service (“ToS”) govern your use of the ROGUE MEDIA LLC. web-based platform (www.roguemoney.net) and selected other domains (the “platform” or the “website”). You should regularly review the ToS, as they are subject to change.
General Terms and Conditions. All use of the platform is subject to the ToS. By accessing and using the platform or any service of the platform, you acknowledge, accept, and agree to all the terms, conditions, and privacy policies described or incorporated by reference below. The ToS represents a binding contract between you and ROGUE MEDIA LLC., its subsidiaries, affiliates, assignees and its and their officers, directors, employees and agents (“ROGUE MEDIA”), and are in addition to any other agreements between you and ROGUE MEDIA LLC, including any other agreements that govern your use of products, services, content, tools, and information available on the platform. If you do not agree with anything contained in the ToS, please do not submit information to, access information from, or otherwise utilize the platform. ROGUE MEDIA LLC reserves the right to change the ToS at any time without notice to you. Use of the platform following the posting of any changes to the ToS shall be deemed to be acceptance thereof by you. In the ToS, we may refer to a customer/reader as “you”. You agree to keep business information and trade secrets of ROGUE MEDIA LLC, including, but not limited to the terms and pricing set forth herein, and any user account information confidential until such information becomes known to the public generally and except to the extent that disclosure may be required by law, regulation or legal process.
Use of the Platform; Limitations; Acceptable Use. The platform is designed for private market deal professionals to connect with each other for the purposes of general networking, business development, seeking and managing investment or acquisition opportunities, and identifying investors and providers of capital. Members of the platform use a variety of tools to implement the aforementioned processes, including data room and document hosting tools, communication and messaging tools, and a variety of reports and analytics. ROGUE MEDIA LLC is not involved in the actual transaction between buyers and sellers, and does not render investment or legal advice in connection therewith. None of the information submitted on the platform constitutes a solicitation, offer, opinion, or recommendation by ROGUE MEDIA LLC to buy or sell any securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security of any kind, investment or transaction. ROGUE MEDIA LLC has not made any recommendations regarding the merit of any company identified on the platform, made any recommendation regarding the purchase or sale of any security, or endorsed or sponsored any company identified on the platform. For that reason all users of the platform agree to be responsible for their own due diligence and the legal and regulatory compliance of any transaction they enter into, and ROGUE MEDIA LLC makes no representation or assurance about such compliance. As a user of the platform, you are required to provide true and accurate information about their businesses, and to update and maintain such information, but ROGUE MEDIA LLC cannot and does not confirm the accuracy of information provided. If ROGUE MEDIA LLC permits you to input information into the platform, you may not input any information or content that: is promotional in nature, including solicitations for funds or businesses, without the prior written authorization of ROGUE MEDIA LLC;constitutes junk mail, spam, chain letters, pyramid schemes or the like;
is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, is racially, ethnically or otherwise objectionable, or otherwise violates the legal rights of others; you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment. ROGUE MEDIA LLC reserves the right to edit, restrict or remove any content you provide for any reason at any time. The information and materials made available through the platform may contain typographical errors or inaccuracies. In addition, ROGUE MEDIA LLC does not control the information provided by other users that is made available through the platform.
ROGUE MEDIA LLC reserves the right to refuse service, terminate relationships, and/or cancel orders in its discretion.
Intellectual Property; Copyright. The contents of the platform and any products or services provided or sold by ROGUE MEDIA LLC, including the platform’s likeness, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses listed on the platform, are the property of ROGUE MEDIA LLC or its content suppliers, and are subject to the copyright or other intellectual property rights of ROGUE MEDIA LLC and to the terms of licenses held by ROGUE MEDIA LLC. Such intellectual property is protected by federal and state law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software on this platform, or of any products or services sold by ROGUE MEDIA LLC, is strictly prohibited. You may copy information from the platform only as may be strictly necessary for your own use to view, save, print, or transmit it. Otherwise, no portion of the platform may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by ROGUE MEDIA LLC. By submitting information or other material to us, you grant ROGUE MEDIA LLC a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of the ToS and the actions and transactions contemplated hereby.You agree that you will not and will not allow others to decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell or transfer the underlying source code or structure or sequence of ROGUE MEDIA LLC’s technology or delete or alter author attributes or copyright notices. You shall use the platform solely for your own use and shall not allow others to use the platform under or through your account. Nothing on the platform or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed on the platform without the written permission of ROGUE MEDIA LLC or the third party owner of the mark. ROGUE MEDIA LLC reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. If you believe that any material contained in the platform infringes your intellectual property, you should notify ROGUE MEDIA LLC of the alleged infringement in accordance with the following procedure: Send any notification of claimed copyright infringement to ROGUE MEDIA LLC’s designated Agent for Notice of Claims, c/o The Forefront Law Group, 100 Broadway, FL6, New York, NY 10005. To be effective, the notification must be in writing and include the following information: physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed work; identification of the allegedly infringed work; identification of the material that is claimed to be infringing and reasonably sufficient information for ROGUE MEDIA LLC to locate the material; contact information of the notifying party, such as address, telephone number and email; a statement that the notifying party has a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the allegedly infringed work, its agent or the law; and a statement, under penalty of perjury that the information in the notification is accurate and the notifying party is the owner or authorized agent of the allegedly infringed work.
Email Notification. ROGUE MEDIA LLC uses email to communicate with users. You hereby authorize and agree that ROGUE MEDIA LLC may communicate with you via email and you consent to receiving any notice required under the ToS or any other agreement with ROGUE MEDIA LLC via email. ROGUE MEDIA LLC will use reasonable efforts to honor any request you may have to opt out from receiving emails, but under no circumstance will ROGUE MEDIA LLC have any liability for sending any email to you or to any of its customers.
Third Party Consent. Certain portions of the platform, including, without limitation, information on certain private companies, may contain unedited or third party content. All postings, messages, text, images, links to third-party websites or other materials published or otherwise made available through this section (the “Content”) are the sole responsibility of the person(s) who originated such Content and ROGUE MEDIA LLC may not monitor, does not control and does not investigate or validate such Content; provided that ROGUE MEDIA LLC reserves the right at all times (but will not have an obligation) to remove any Content. By using this Content, you agree to not rely on the Content and understand that you may be exposed to Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that ROGUE MEDIA LLC makes no representations or warranties regarding the Content and is not responsible or liable in any manner for the Content or the conduct, whether online or offline, of any user. The Content does not constitute legal or financial advice and must not be used in the place of legal counsel or financial due diligence. You should independently evaluate and verify all Content.
No Warranty; Limitation of Liability. Any material downloaded, accessed or otherwise obtained through the platform is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom. ROGUE MEDIA LLC AND ALL OF ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PLATFORM, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. THE PLATFORM AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. ROGUE MEDIA LLC makes no guarantees or warranties of any kind as to the adequacy, completeness, sufficiency, timeliness or accuracy of any material available in or through the platform. You hereby agree that any monetary claims of any kind assessed against ROGUE MEDIA LLC arising out of or relating to the use of the platform shall not exceed the total amount you (or any other user) paid to ROGUE MEDIA LLC for the platform during the previous twelve (12) months. In no event shall ROGUE MEDIA LLC be liable to you, or to any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the platform or the ToS, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect your equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. ROGUE MEDIA LLC cannot and does not guarantee continuous, uninterrupted or secure access to the platform.
Indemnity. You agree to indemnify and hold ROGUE MEDIA LLC and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees, made by or resulting from any third party due to or arising out of your use of the platform, breach of the ToS or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.
Choice of Law; Disputes. You will resolve any claim, cause of action or dispute (together a “claim”) you have with ROGUE MEDIA LLC arising out of or relating to the website or the ToS exclusively in a state or federal court located in New York County, New York. The laws of the State of New York will govern the ToS, as well as any claim that may arise between you and ROGUE MEDIA LLC, without regard to conflict of law principles. You agree to submit to the exclusive personal jurisdiction of the courts of the State of New York, located in New York County, for the purpose of litigating all such claims. In any dispute arising under the ToS, the prevailing party will be entitled to reasonable attorneys’ fees and expenses. Any dispute arising hereunder or related to your use of the platform shall be solely between you and ROGUE MEDIA LLC, and to the fullest extent permitted by law, no dispute or proceeding shall be joined with any other or decided on a class-action basis. In the event any breach of this agreement portends irreparable injury to ROGUE MEDIA LLC, you agree that ROGUE MEDIA LLC shall be entitled to seek equitable relief, including injunctions and declaratory judgments, in addition to any other remedies permitted by law.
Marketing of Names. When you announce closed transactions via your website or press release or other broad disclosure methods, ROGUE MEDIA LLC may disseminate its own release to its constituents indicating the use of the platform in association with said transaction. ROGUE MEDIA LLC may add your entity’s name to ROGUE MEDIA LLC’s Member roster, which is professionally presented from time to time on its website and in marketing materials.
Miscellaneous. The ToS sets forth the entire understanding and agreement between the parties with respect to the subject matter herein (excluding the terms and conditions of any client agreement you may have entered into separately with ROGUE MEDIA LLC). You may not assign the ToS, or assign, transfer or sublicense your rights, if any, in the platform. A failure to act with respect to a breach by you or others does not waive ROGUE MEDIA LLC’s right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of the ToS shall be held to be void or unenforceable, the remaining provisions of the ToS (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect. If you do not agree with any part of these terms and conditions, or you have a dispute or claim against ROGUE MEDIA LLC or its supplier or affiliates with respect to the ToS you should immediately refrain from using the platform.