Last Updated: April 14, 2020
IMPORTANT: THESE TERMS INCLUDE, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. PLEASE SEE SECTION XIV FOR MORE INFORMATION.
I. AGREEMENT TO TERMS
II. USE OF THIRD-PARTY AND SERVICE PROVIDER PLATFORMS
III. USE OF THE SERVICES
We only permit users aged 13 or older to use our Services. In order for you to use the Services, you must be at least 13 years old. By signing up for a user account and/or by using the Services, you are affirming that you are 13 years of age or older. We are not liable for any damages that may result from a user’s misrepresentation of age. In addition, certain Services may have additional eligibility requirements, as specified on our Website, in the Acumen Academy Courses, or in program applications.
B. Registration and Your Information
If you want to use certain features of the Services, such as signing up for certain Acumen Academy Courses or completing a program application, you may be required to provide your email address and/or create an account (“Account”). You can do this via the Website. You may only register for one Account. It’s important that you provide us with accurate, complete, and up-to-date information for your Account, and you agree to update such information, as needed, to keep it accurate, complete, and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.
C. Email Communications
By submitting your email address to the Website, you consent to being placed on Acumen’s mailing lists and thereby receiving e-mail correspondence from Acumen, including newsletters, event advertisements, and Website updates. You may remove your e-mail address from the applicable mailing list at any time by clicking the “unsubscribe” link in any e-mail from Acumen. Although Acumen will promptly remove your e-mail address from its mailing list, you may still receive any e-mails that are initiated before your e-mail address is removed from the list.
D. Payment Terms
Some Acumen Academy Courses may be offered for a fee. You agree to pay any applicable course fee and any taxes and other fees that may accrue in relation to your registration for a course, if any. Acumen Academy Course fees will be payable in advance. All course fees are non-refundable and non-transferable except as expressly provided in the additional terms and conditions for the applicable course. All fees and applicable taxes, if any, are payable in United States dollars.
F. Links to Third-Party Websites or Resources
a. You do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us; b. You do not misrepresent your relationship with us or present any false information about us; c. You do not link from a website that is not owned by you; d. Your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person, or does not comply in any way with the law of the United States of America. If you choose to link our Website in breach of anything contained in these Terms, you shall fully indemnify us for any loss or damage suffered as a result of your actions.
IV. CONTENT AND CONTENT RIGHTS
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services.
A. Content Ownership, Responsibility, and Removal
Acumen does not claim any ownership rights in any User Content that you make available through the Services, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Acumen and its licensors exclusively own all right, title, and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Content.
B. Rights in User Content Granted by You
By making any User Content available through the Services, you hereby grant to Acumen a worldwide, perpetual, non-exclusive, irrevocable, fully-paid and royalty-free, freely sublicenseable and transferable (in whole or in part) right (including any moral rights) and license to use, copy, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, distribute, publicly display, publicly perform, reproduce, broadcast, and distribute your User Content, including your name, voice, likeness, and other personally identifiable information to the extent that such is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, in connection with operating, providing, marketing, and improving the Services to you and to other Account holders or for any other educational non-commercial activity. Acumen’s use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Acumen on or through the Services, will infringe, misappropriate, or violate a third-party’s intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You acknowledge and agree that Acumen is not responsible for resolving any disputes between you and other users of our Services regarding your rights to any User Content or other materials or inventions that may have been created by you alone or jointly with other users of our Services.
You may be able to remove some of your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be removed or may not be completely removed and copies of your User Content may continue to exist on the Website or retained by Acumen as back-up copies of the applicable Service, which are not publicly available. Furthermore, to the extent that Acumen made use of your User Content prior to its deletion, Acumen will retain the right to make such pre-existing uses even after your user Content is deleted. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. You acknowledge that (i) deletion of your User Content from Services will not result in, and Acumen assumes no responsibility for, the deletion of such User Content by any third-parties who were provided with or had access to such User Content prior to your deleting it from our Services, and (ii) termination of your Account or your use of the Services will not result in the immediate or automatic deletion of your User Content consistent with these Terms.
C. Rights in Content Granted by Acumen
Subject to your compliance with these Terms, Acumen grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to download, view, copy, display, and print the Content provided to you solely in connection with your permitted use of the Services solely for your personal and non-commercial purposes.
D. Content Disclaimer
The Content may include the opinion of the specific instructor and are not statements of advice, opinion, or information of Acumen. The Services may also include the personal opinions and other expressions by Account holders who post entries on a wide range of topics. Neither the content of the forums, nor the links to other websites, are screened, approved, reviewed, or endorsed by Acumen.
V. USER CONDUCT AND REMOVAL OF CONTENT
• Use of any of the Services for any purpose in violation of local, state, national, or international laws, or that could expose Acumen to any liability or detriment;
• Posting or otherwise disseminating material that violates or infringes on any third party’s intellectual property rights, proprietary, or contractual rights, or privacy or publicity rights;
• Posting or otherwise disseminating material that is objectionable to Acumen, including, but not limited to, material that is unlawful, fraudulent, obscene, defamatory, threatening, abusive, hateful, pornographic, harmful to minors, promoting illegal activity, or embarrassing to another person or entity, as determined by Acumen at its sole discretion;
• Posting or otherwise disseminating personal or identifying information about another person without that person’s explicit consent;
• Posting spam or comments that are not related to the topic being discussed (unless it is clear the discussion is free form) or that otherwise disrupt the normal flow of dialogue;
• Posting or otherwise disseminating advertisements or solicitations, chain letters, pyramid schemes, unsolicited bulk e-mail to users or individuals that have not agreed to receive such mailings, or other advertising or marketing that violates these Terms, or any applicable laws, regulations, or generally accepted advertising industry guidelines;
• Allowing any other person or entity to use your identification to post or view comments;
• Accessing the Website with another user’s Account, service, or system without authorization from Acumen, impersonating another person, falsely stating or otherwise misrepresenting an affiliation with any person or entity, or creating or using a false identity on the Website;
• Disclosing your own or another user’s identification or password to third parties, or using your own or any other user’s identification or passwords for any unauthorized purpose;
• Attempting to obtain unauthorized access to, posting to, or tampering with restricted areas of the Website;
• Disrupting or interfering with the security or proper working of, or otherwise abusing (including vulnerability scans), the Website, or any services, system resources, accounts, servers, or networks connected or accessible through the Website or affiliated or linked sites;
• Disrupting or interfering with any other user’s enjoyment of the Website or affiliated or linked sites; or
• Taking any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure.
We will fully cooperate with any law enforcement authorities or court order requiring us to disclose the identity or other details or any person posting materials to our Website in breach of these Terms. YOU WAIVE AND HOLD HARMLESS ACUMEN AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Acumen reserves the right, as exercised in its sole discretion, to monitor, record, edit, or remove any User Content on the interactive areas for any reason, including, but not limited to, lack of adherence to these Terms, and Acumen shall bear no liability for any such action. If Acumen is notified of User Content that is alleged not to conform to these Terms, Acumen may (but shall not be obligated to) investigate the allegation and determine in its sole discretion to remove or request the removal of the User Content. Acumen has no liability or responsibility to you, or to any other person or entity, for the performance or nonperformance of any screening or removal activities. You agree that Acumen shall not be liable for User Content, including any defamatory, offensive, or illegal conduct, of any third party and that the risk of harm or damage from the foregoing is solely yours. You shall not use our Services while distracted or preoccupied, such as when operating a motor vehicle. You should access our Services only with due regard for your own safety and the safety of others.
THE WEBSITE AND ALL INFORMATION, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” BASIS. YOU AGREE THAT USE OF THE WEBSITE OR ANY ASSOCIATED INFORMATION, PRODUCTS, AND SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ACUMEN AND SUCCESSORS AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY INFORMATION, PRODUCTS, OR SERVICES APPEARING ON THE WEBSITE SHALL BE AT YOUR SOLE RISK, AND YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE HAD REGARDING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ON THE PART OF ACUMEN AND ITS AFFILIATES REGARDING THE FUNCTIONING AND USE OF THE WEBSITE.
VII. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ACUMEN, ITS SUCCESSORS AND AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, VOLUNTEERS, AGENTS, LICENSORS, AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER AND HOWSOEVER ARISING, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, INCLUDING ANY SUCH DAMAGES RESULTING FROM A CLAIM BY ANY PARTY RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES OR ANY ASSOCIATED INFORMATION, PRODUCTS, AND SERVICES. FURTHERMORE, ACUMEN AND ITS SUCCESSORS AND AFFILIATES SHALL NOT BE LIABLE FOR DAMAGES RELATING TO THE USE OF THIRD-PARTY SITES OR PLATFORMS LINKED TO OR USED BY THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF ACUMEN WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Acumen and its successors and affiliates, as well as its officers, directors, employees, volunteers, agents, licensors, and suppliers, from and against any damages or claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, regardless of whether they are attributable to any act or omission of Acumen and its successors and affiliates, in connection with (1) your use of the Services, (2) your breach of these Terms, (3) your negligent or wrongful conduct, (4) your access to or use of any third-party website or platform linked to or used by the Website, (5) User Content, (6) your violation of these Terms or your violation of any third-party right, including without limitation any trademark, copyright, or other proprietary or privacy right, or (7) the infringement by you of any right of any person or entity. This indemnification provision shall apply to third-party claims as well as claims between the parties to these Terms.
IX. PROPERTY RIGHTS
The Content in the Services, including the content and the trademarks, service marks, and logos on the Website, are the property of Acumen or third-party licensees and are protected by copyright and other intellectual property rights under both United States and foreign laws. You may not modify or transfer the Content, or otherwise make use of the Content for any purpose, without Acumen’s and/or any other respective owner’s prior written permission, except as expressly permitted on the Website. You are permitted to access and use the Content through the provided functionality of the Website for personal non-commercial uses only, provided that: (a) any such uses are not competitive with or derogatory to the Website, and (b) you keep all copyright or other proprietary notices intact without alteration. Please note that this limited consent may be revoked at any time and does not include consent to re-publish Website Content elsewhere.
Any other trademarks or service marks appearing anywhere on our Website are the property of their respective owners. To the extent any product name or logo does not appear with a trademark does not constitute a waiver of any and all intellectual property rights that Acumen or its business has established in any of its products, features, or service names or logos. If you believe that your work has been posted on the Website in a way that constitutes copyright infringement, you may send us a notice pursuant to the Digital Millennium Copyright Act that complies with Section 512(c)(3) of Title 17 of the United States Code and includes the following (as more specifically detailed in Section 512(c)(3) of Title 17 of the United States Code):
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; • A description of the copyrighted work that you claim has been infringed; • A description of where the material that you claim is infringing is located on the Websites; • Your address, telephone number, and email address; • A written statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please direct all communications to the address indicated below in Section XVIII (Contact Information).
X. SITE UPTIME, UPKEEP
The Services are subject to change any time without notice, including to correct any errors or omissions in any portion of the Services. At any time, Acumen may terminate, change, or suspend any aspect of the Services, temporarily or permanently, without notice to you. Acumen is not obligated to continue to support or update the Services. Acumen may impose limits on certain features or services or restrict your access to parts, or all of the Services. While we will take all reasonable steps to ensure that the Services are available at all times, websites do sometimes encounter downtime due to server and other technical issues. Where possible, we will try to give our users advance warning of maintenance issues, but we shall not be obligated to do so. You acknowledge and agree that Acumen and its successors and affiliates shall not be liable to you or to any third party in the event that the Services or any part thereof become temporarily or permanently unavailable.
While we take every effort to ensure that all Content provided on the Services do not contain computer viruses, and/or harmful materials, you should take reasonable and appropriate precautions to scan for computer viruses or otherwise protect your computer and you should ensure that you have a complete and current backup of applicable items on your computer. We disclaim any liability for the need for services or replacing equipment or data resulting from your use of the Services. While every effort is made to ensure smooth and continuous operation, we do not warrant that the Services will operate error free.
XI. AMENDMENTS TO THE TERMS
XII. ENTIRE AGREEMENT
These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you.
XIV. COMPLIANCE WITH APPLICABLE LAW AND GOVERNING LAW
We make no representations that the Content or the Services are appropriate or that they may be used or downloaded outside of the United States. Access to the Services may not be legal in certain countries outside of the United States. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the website.
Our Services were created and are controlled by Acumen in the State of New York, United States of America. The Services, and any disputes arising therefrom, shall be construed and interpreted under the laws of the State of New York and applicable United States federal laws, without regard for any conflict or choice of law principles thereof.
Acumen maintains the Services from offices in the United States. The Services may be accessed from countries outside the United States. If you access or use the Services from outside the United States, you are responsible for compliance with your local laws and regulations. We make no claims that the Website or any of its Content is accessible or appropriate outside of the United States. Additionally, our Services are subject to United States export control laws and regulations and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import any data on our Website as may be required.
XV. ARBITRATION & CLASS ACTION WAIVER
By agreeing to these Terms, you also agree to arbitrate any and all claims arising out of or relating to these Terms or use of the Services (a “Claim”) pursuant to the Federal Arbitration Act and subject to the terms below. You and Acumen agree that we intend that this Section XIV satisfies the “writing” requirement of the Federal Arbitration Act, and further agree that notwithstanding any other provision of the Terms, the Federal Arbitration Act shall govern the interpretation and enforcement of this Section. In the event of a Claim, you and we agree to binding alternative dispute resolution pursuant to the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), however titled (“AAA Rules”).
ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA RULES.
NO CLASS ACTION OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE PERMITTED.
All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. The arbitration proceeding will be held in New York, New York (borough of Manhattan), unless you elect to proceed with a telephonic hearing or unless you and Acumen agree to an alternative location. Acumen will pay the initial filing fee for any arbitration, but the parties each shall otherwise bear their respective fees and expenses except as may be provided in the AAA Rules.
For a copy of the AAA Rules, to file a claim or for other information about the AAA, contact AAA, at 335 Madison Avenue, New York, NY 10017 or at www.adr.org.
All determinations as to the scope, interpretation, enforceability, and validity of these Terms shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration provision shall survive the termination of the Services or of these Terms. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.
Acumen may immediately terminate these Terms or terminate your access to the Services with or without cause, and with or without notice, at any time (including where you repeatedly infringe the intellectual property of others with the Content that you post to the Services). Such termination shall take effect immediately, unless Acumen provides otherwise in any notice. Upon account termination, your right to use the Services immediately ceases and you acknowledge and agree that Acumen may immediately delete any files and data relating to your account, and bar any further access to such data or to the Services. Acumen shall not be liable to you or to any third party for termination of your right to use the Services. In the event of termination of these Terms, the Limitation of Liability, Disclaimer of Warranty, Indemnification, Compliance with Applicable Law and Governing Law, and Arbitration & Class Action Waiver sections shall survive such termination.
The headings contained in these Terms are for convenience only and are not to be used in interpreting these Terms. The provisions of these Terms are severable. In the event any provision of these Terms shall, in whole or in part, be determined to be void for any reason, the remaining provisions will remain in full force and effect. Acumen’s failure or delay in exercising or enforcing any right under these Terms shall not operate as a waiver or relinquishment of any right. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR APPLICATIONS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
XVIII. CONTACT INFORMATION
If you have any questions about these Terms or the Services, please contact Acumen at:
Lynn Roland, General Counsel Acumen Fund, Inc. 40 Worth Street, Suite 303 New York, NY 10013 You may also send an email to email@example.com
IX. ANNEX A