Demo Day SAFE Terms of Use

Welcome to the Terms of Use (these “Terms”) for the Demo Day SAFE platform (available at demodaysafe.com) (the “Platform”) made available by a16z Capital Management, L.L.C. (“a16z”, “we” or “us”). The Platform and any content, tools, features and functionality offered on or through the Platform are collectively referred to as the “Services.” These Terms do not apply to your access to or use of the Speedrun website, which is governed by the Terms of Use available at speedrun.a16z.com/terms-of-use.

By accessing or using the Services, you are agreeing to these Terms. For purposes of these Terms, “you” and “your” mean you as the user of the Services. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that you are authorized to bind that entity to these Terms.

Services. The Services provide an online platform that allows you to (i) generate documents from standardized templates that we make available through the Platform (each such document, a “Document”), (ii) transmit Documents to counterparties for electronic signature, and (iii) view and record information that you enter about your Documents and their status. We permit you to use the Services solely for the foregoing purposes or as otherwise expressly set forth in these Terms. Your access and use of the Services may be interrupted from time to time for several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services.

In order to use the Services, you represent and warrant that you are (i) at least eighteen years old, and (ii) not a Prohibited Person. A “Prohibited Person” means any individual or entity that is (a) listed on any U.S. Government list of prohibited or restricted parties, or (b) organized, resident or located in any country or territory subject to comprehensive sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine).

No Legal or Investment Advice. a16z is not a law firm, and the Services and any Documents made available on or through the Services are not a substitute for the advice of a licensed attorney. You are solely responsible for reviewing each Document and determining whether it is appropriate for your purpose and for obtaining your own legal, tax and financial advice before sending, executing or relying on any Document. a16z is not a party to, and has no control over, any agreements, investments or transactions you enter into as a result of using the Services. a16z is not acting as your broker, dealer, investment adviser or fiduciary in connection with the Services, and does not receive any compensation in connection with any transaction you enter into using the Services.

Disputes. Any disputes between you and a counterparty or any other user in connection with the Services are solely between you and that counterparty or user, and a16z has no responsibility or liability to you with respect to any such dispute.

Accounts. To use the Services, you may be required to create an account (“Account”). You agree to (i) provide us with accurate, current and complete information for your Account, (ii) maintain the security and confidentiality of your Account login information, and (iii) notify us immediately at legal@a16z.com if you know or suspect that your password has been stolen or in case of any unauthorized use of your Account.

Prohibited Uses. You may not, and may not permit any third party to, do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

• submit or transmit any information that is unlawful, misleading, or fraudulent or otherwise use the Services in a way that is unlawful, misleading, or fraudulent;
• create a false identity, misrepresent your identity, create an Account for anyone other than yourself, or attempt to use another user’s Account;
• misrepresent your relationship with a16z or state or imply that a16z endorses, has reviewed or approved your Documents or your transactions;
• download, copy, distribute, publish or offer for sale any information or data obtained through the Services, except for any Documents that you generate and temporary files that are automatically cached by your web browser for display purposes;
• access or use the Services in any manner that could disable, overburden, damage or impair the Services;
• attempt to gain unauthorized access to, interfere with, damage or disrupt the Services or their related systems or networks;
• use the Services to develop, train, fine-tune, evaluate or improve any artificial intelligence or machine learning model or to create any product or service that competes with the Services;
• remove, obscure or alter any copyright, trademark, or other proprietary notation displayed on or through the Services;
• duplicate, decompile, reverse engineer or disassemble the Services;
• use any robot, crawler, or other automatic device to monitor, extract, scrape, copy or collect information or data from or through the Services;
• introduce any viruses, Trojan horses, worms or other harmful materials into the Services or our systems;
• send a Document or other communication to any person who has not agreed to receive it or use the Services to send bulk or unsolicited communications;
• violate any applicable law in connection with your access to or use of the Services; or
• access or use the Services in any way not expressly permitted by these Terms.

Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at demodaysafe.com/privacy.

Ownership. The Services and all proprietary content, information and other materials on the Services, including any trademarks, templates, text, graphics, logos or software, are the property of a16z or its licensors and are protected by applicable intellectual property laws. You shall not take any actions inconsistent with such ownership interests.

Feedback. If you provide any feedback, comments or suggestions for improvements to the Services (“Feedback”), you agree that a16z may use and disclose such Feedback in any manner and for any purpose whatsoever without further notice or compensation to you.

User Content. You retain ownership of any information, data, inputs and other materials that you submit to or through the Services (collectively, “User Content”). You hereby grant a16z and its affiliates a worldwide, perpetual, royalty-free, sublicensable license to host, store, reproduce, transmit, display, modify, and otherwise process User Content for any a16z business purpose, including, without limitation, operating, providing, securing, maintaining, developing and improving the Services. You represent and warrant that you have all rights necessary to grant this license and that your User Content does not violate any law or any third party’s rights. a16z may modify, remove or delete any User Content or Document at any time.

Certain Services may display, include or make available content, data, information, materials or services from third parties, including electronic signature providers (“Third-Party Materials”). Your use of certain Third-Party Materials may be subject to separate terms between you and the applicable provider. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third-Party Materials. Third-Party Materials are provided solely as a convenience to you.

Disclaimer. You agree that the Services, including any Documents, are provided to you on an “AS IS” and “AS AVAILABLE” basis. a16z, its affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “a16z Parties”) DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Further, the a16z Parties make no warranty or representation and disclaim all liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services. No advice or information, whether oral or written, obtained from the a16z Parties or through the Services, will create any warranty or representation not expressly made herein.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT (I) THE A16Z PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES; AND (II) THE A16Z PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification. You agree to indemnify, defend and hold the a16z Parties harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) incurred by the a16z Parties arising out of or in connection with (i) your violation or breach of these Terms or any applicable law; (ii) your violation of any rights of any third party; (iii) User Content; (iv) your negligence or willful misconduct; or (v) any transaction, agreement or dispute between you and any counterparty or other user.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OF CERTAIN DAMAGES, SO IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

Modifications to the Terms. a16z may modify or update these Terms at any time, in which case we will update the “Last Updated” date at the top of these Terms. If we make material changes to these Terms, we will use reasonable efforts to provide you notice through the Services or by other means. The updated Terms will be effective as of the time of posting. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.

Modification; Termination. a16z may (i) add, change, limit or modify the Services or any feature thereof, or (ii) terminate, suspend, disable or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. Upon termination, a16z may delete your Account and all associated User Content, including Documents, without notice or liability. All sections of these Terms that by their nature should survive termination shall continue in full force and effect.

Miscellaneous. If any provision of these Terms is found to be invalid or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the enforceability of the remaining provisions. These Terms may be assigned by a16z but may not be assigned by you without the prior written consent of a16z. No waiver by either party of any breach hereunder shall be deemed to be a waiver of any preceding or subsequent breach. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any dispute arising out of or relating to these Terms or the Services shall be the state and federal courts located in San Mateo County, California.

How to Contact Us. You may contact us regarding the Services or these Terms by email at legal@a16z.com.