Terms of Service

This Terms of Service (“Terms of Service”) was last updated on October 26, 2020.  

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE USING THE COMPOUND SITE. THE TERMS OF SERVICE ARE A BINDING LEGAL CONTRACT BETWEEN YOU AND COMPOUND. ALL USERS AND VISITORS TO THE COMPOUND SITE AGREE THAT ACCESS TO AND USE OF THE COMPOUND SITE ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AND OTHER APPLICABLE LAW.  

THIS WEBSITE, INCLUDING OUR MOBILE AND TABLET WEBSITES, INTERACTIVE FEATURES, OR ANY OTHER ONLINE PLATFORMS PROVIDED (COLLECTIVELY “COMPOUND SITE”) IS COPYRIGHTED WORK BELONGING TO COMPOUND ADVISERS, INC., AND ITS RESPECTIVE PARENT, AGENTS, ASSOCIATES, AFFILIATES, AND SUBSIDIARY COMPANIES (“US”, “WE”, “OUR”, OR “COMPOUND”). 

THE INFORMATION ON THE COMPOUND SITE IS SUBJECT TO CHANGE AT ANY TIME AND MAY BE INCOMPLETE AND/OR MAY CONTAIN ERRORS. YOUR USE AND CONTINUED USE OF THE COMPOUND SITE AFTER WE MAKE ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. BY ACCESSING AND USING THE COMPOUND SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND REVIEWED THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU AGREE TO THESE TERMS OF SERVICE AND COMPOUND PRIVACY POLICY. WHILE WE INTEND TO MAKE EVERY ATTEMPT TO KEEP THE INFORMATION ON THE COMPOUND SITE CURRENT, WE MAKE NO CLAIMS, PROMISES, OR GUARANTEES ABOUT THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE INFORMATION CONTAINED IN OR LINKED TO OR FROM THE COMPOUND SITE. COMPOUND DISCLAIMS ANY LIABILITY, LOSS, OR RISK, DIRECTLY OR INDIRECTLY, OF THE APPLICATION OF ANY OF THE CONTENTS OF THE COMPOUND SITE.  

SECTION 1. 
BINDING EFFECT
.  
This is a binding agreement between you and Compound. By using the Compound Site, you agree to abide by these Terms of Service, as they may be amended by Compound from time to time in its sole discretion. It is your responsibility to review these Terms of Service periodically, and, if at any time you find these Terms of Service unacceptable, you must immediately leave and cease all use of the Compound Site. By using the Compound Site, you represent that you are at least 18 years old and that you are legally able to enter into this binding agreement. If you are accessing and using the Compound Site on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service. In that case, “you” and “your” will refer to that company or other legal entity.

SECTION 2. 
ELECTRONIC COMMUNICATION
.  
Unless otherwise stated, the communications between you and Compound are electronic. You consent to receive communications from Compound in an electronic form. You agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

SECTION 3. 
REGISTRATION; ESTABLISHING AN ACCOUNT; YOUR ACCOUNT
.  
You do not have to be a registered user to visit the Compound Site; provided, however, if you want to use certain features of the Compound Site, or if you would like to obtain certain services offered by us and/or available on the Compound Site, you may have to create an account. Registration requires you to agree to these Terms of Service and the Privacy Policy and provide all requested information, including, but not limited to, contact information, authentication information, and/or identification details, as may be requested by Compound in its sole discretion. You agree to update all of your information, as necessary, to keep it accurate, complete, and up to date. If fail to do so, we may suspend or terminate your account. You may also be asked to provide a username (i.e., your email address) and password. You are entirely responsible for maintaining the confidentiality of your password and for restricting access to your account. You may not use the account, username, or password of someone else at any time. You agree to notify Compound immediately of any unauthorized use of your account, username, or password. Compound shall not be liable for any loss that you incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Compound due to someone else’s use of your password or account, with or without your knowledge.  

SECTION 4. 
MOBILE NETWORKS; TEXTING
.  
When you contact us via your mobile phone, where available, or you access any Compound Site through a mobile network, your network or roaming provider's messaging, data, and other rates and fees may apply, which shall be your sole responsibility. Compound neither warrants that our Site will be compatible with your mobile device nor warrants that all features otherwise available on the Compound may work with your network provider or device.  

SECTION 5. 
OWNERSHIP OF THE COMPOUND SITE
.  
The Compound Site is owned and operated by Compound. You acknowledge and agree that all content and materials contained at the Compound Site, including content, materials, information, visual interfaces, graphics, design, compilation, computer code, software, services, and all other elements of the Compound Site, are protected by United States copyright, patent, trademark, and trade dress laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws, and are proprietary and constitute valuable intellectual property owned by Compound or others who have licensed use of such content and materials to us. Except as provided herein, the Compound Site (including past, present, and future versions) and all such content and materials that are included in, on, or that are otherwise a part or accessible from the Compound Site (collectively, the “Compound Content”) are owned, controlled, or licensed by us. Except as expressly authorized by Compound under these Terms of Service, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Compound Content.

YOUR ACCESS TO AND USE OF THE COMPOUND SITE.  
Nothing contained in these Terms of Service or on the Compound Site shall be construed as conferring to you any license or right, expressly, by implication, by estoppel, or otherwise under any of Compound or a third party’s intellectual property right(s). Any rights not expressly granted herein are reserved. Further, you are expressly prohibited from: (A) the sale or resale or commercial use of the Compound Site, the Compound Content, and/or any of the other contents or materials found thereon; (B) any collection and use of any information posted on the Compound Site for any purpose other than your own personal use and entertainment, including, without limitation, any purpose competitive to Compound or any commercial purpose, including, without limitation, marketing, solicitation, or otherwise; (C) any downloading or copying of the Compound Site or account information for any reason other than your personal use; (D) the use of data mining, robots, or similar data gathering and extraction tools; (E) deep-linking to any portion of the Compound Site; (F) framing or utilizing framing techniques to enclose any portion of the Compound Site without our express written consent; (G) using the Compound Site to access or collect any personal information, including account names, email addresses, or other such information of any other person, entity, or third party for any purpose, including, without limitation, commercial, marketing, solicitation, or any other purpose; (H) attempting to gain access to secured portions of the Compound Site to which you do not possess access rights; (I) using the Compound Site to generate unsolicited email advertisements or spam to any individual, entity, or third party; (J) using any automatic or manual process to search or harvest information from the Compound Site, or interfering in any way with the proper functioning of the Compound Site; or (K) any other unauthorized use of the Compound Site, Compound Content, and/or other contents or materials found thereon. The violation of the aforementioned terms shall result in the immediate termination of permission or license granted to you by us in these Terms of Service.  

USE OF COMPOUND PROGRAMS.  
We may maintain and/or create certain programs and/or software (collectively, the “Compound Programs”), which may be available to you from our Site. If you use the Compound Programs, or use any of the content available therefrom, including all files and images contained in or generated on behalf of Compound Programs and any accompanying data, such use shall be deemed to be licensed to you by Compound. Such license shall permit your personal noncommercial use only. Such license shall be a limited, personal, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access the Compound Site, to access and use the Compound Programs, to access the Compound Content, and/or to access the Compound Site according to these Terms of Service. Compound does not transfer the title or the intellectual property rights to the Compound Programs, the Compound Site, and/or the Compound Content; and Compound retains full and complete title to the Compound Programs, the Compound Site, and/or the Compound Content as well as all intellectual property rights therein. You hereby agree and understand that you shall neither sell, redistribute, or reproduce the Compound Programs, the Compound Site, and/or the Compound Content, nor decompile, reverse-engineer, disassemble, or otherwise convert the Compound Programs, the Compound Site, and/or the Compound Content to a human-perceivable form or any other form without the prior written authorization from Compound.  

USER CONTENT; LICENSE TO USE USER CONTENT.  
For purposes of these Terms of Service, and unless otherwise defined herein, the term “content” means text, data, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are generated, provided, or otherwise made available through the Compound Programs and/or the Compound Site. The term “User Content” means any content that users or customers (including you) post, upload, display, or otherwise provide to be made publicly available through or on the Compound Site, including any content you authorize us access to from your social media accounts.  The Compound Site may allow for the submission of User Content by you and other Compound Site users, and the hosting, sharing, and/or publishing of such User Content with Compound and other users.  You hereby agree and understand that any User Content that you publicly place or that you authorize us to publicly place on the Compound Site may be viewed by other users and may be viewed by any other person visiting the Compound Site. Although we reserve the right to review and remove any User Content that violates these Terms of Service, such User Content is the sole responsibility of the user who posts it, and Compound cannot guarantee that all User Content will comply with these Terms of Service. Compound does not claim ownership to your User Content; however, if you do post User Content to the Compound Site, and unless we indicate otherwise, you grant Compound a universal, perpetual, irrevocable, non-exclusive, royalty-free, transferable, and fully sub-licensable right to use, host, store, reproduce, edit, modify, adapt, publish, translate, create derivative works from, distribute, and publicly display such User Content and the name submitted in connection with your User Content, throughout the world in any and all media form or platform now known or hereafter conceived. Compound and its affiliates are free to use any ideas, concepts or know-how contained in your User Content for any purpose whatsoever including, but not limited to, developing, manufacturing, distributing, and marketing services using such information. We are not, however, obligated to use your User Content.  You will not be compensated for any User Content. By posting User Content on the Compound Site, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content. You represent and warrant that neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by Compound on or through the Compound Site, 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 further represent and warrant that the User Content is accurate, that use of the User Content you supply does not violate these Terms of Service and will not cause injury to any person or entity, and that you will indemnify Compound, its officers, managers, members, employees, consultants, agents, affiliates, and representatives, for all demands, loss, liability, claims, or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with our use and exploitation of your User Content. You further understand that we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.  

OFFER TO SELL; SOLICITATION OF OFFER.
Under no circumstances should any material at this site be used for or considered as an offer to sell or a solicitation of any offer to buy an interest in any securities or investment fund.  The material on this website does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.  Access to information about any accounts is limited to investors who, among other requirements, either qualify as accredited investors within the meaning of the Securities Act of 1933, as amended, or those investors who generally are sophisticated in financial matters, such that they are capable of evaluating the merits and risks of prospective investments.

INAPPROPRIATE CONTENT.
You shall not make the following types of content available on the Compound Site: Any content that (A) violates or infringes anyone’s rights, including rights of publicity, privacy, copyright, trademark, or other intellectual property or contract right; (B) is libelous, defamatory, abusive, threatening, bullying, intimidating, harassing, or otherwise injurious to third parties; (C) is fraudulent, false, misleading, or deceptive; (D) is hate speech or promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (E) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (F) promotes illegal or harmful activities or substances; (G) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (H) advertises or otherwise solicits funds or is a solicitation for goods or services; or (I) contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.”  You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content or any other content. Compound reserves the right (but not the obligation) to remove or edit such User Content or any other content, but does not regularly review posted User Content or any other content. Any opinions, testimonials, advice, ratings, discussions, comments, and/or other User Content of any kind made by you or any user of the Compound Site are those of the respective author(s) or distributor(s) and not of Compound.Compound reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Compound Site, and, if applicable, to delete any such material from our servers. Compound intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Service or of any applicable laws.

SECTION 6. 
COMPLAINTS; ALLEGED VIOLATIONS
.
Compound reserves the right to terminate your use of the Compound Site at any time. To ensure that Compound provides a high quality experience for you and for other users of the Compound Site, you agree that Compound or its representatives may access your account, if applicable, and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of the Compound Site. Compound does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Compound reserves the right to terminate your account, if applicable, or your access to the Compound Site and the Compound Programs immediately, with or without notice to you, and without liability to you, if we believe that you have violated any of the Terms of Service, furnished Compound with false or misleading information, or interfered with use of the Compound Site or the Compound Programs by others.

SECTION 7.
PROHIBITED USES OF COMPOUND SITE AND COMPOUND PROGRAMS
.
Compound imposes certain restrictions on your permissible use of the Compound Site and/or the Compound Programs. You are prohibited from violating or attempting to violate any security features of the Compound Site and/or the Compound Programs, including, without limitation, (A) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access, or impersonating any person or entity or posting any images of another person without his or her permission; (B) attempting to probe, scan, or test the vulnerability of the Compound Site and/or the Compound Programs, or any associated system or network, or to breach security or authentication measures without proper authorization; (C) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Compound Site and/or the Compound Programs, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (D) using the Compound Site to send unsolicited email, including, without limitation, promotions, or advertisements for services; (E) forging any TCP/IP (i.e., Transmission Control Protocol/Internet Protocol) packet header or any part of the header information in any email or in any posting using the Compound Site and/or the Compound Programs; (F) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Compound; (G) soliciting passwords for any purpose, or personal information for commercial or unlawful purposes from other users or disseminating another person’s personal information without his or her written permission; (H) creating another user account if we have already terminated your account, unless you have our prior written permission to do so; (I) using the Compound Site and/or the Compound Programs for any harmful or nefarious purpose; (J) using the Compound Site and/or the Compound Programs to damage Compound, its business, or reputation; or (K) using the Compound Site and/or the Compound Programs for any purpose that is illegal or prohibited by these Terms of Service. Any violation of system or network security may subject you to civil and/or criminal liability.

SECTION 8. 
TERMINATION
.  
We may terminate your access to the Compound Site, the Compound Programs, and to your account, if applicable, at any time, with or without cause, and with or without prior notice. If you want to terminate your legal agreement with Compound as related to your use of the Compound Site, you may do so by notifying Compound at info@withcompound.com. Upon termination for any reason, your right to access and/or use the Compound Site and/or the Compound Programs will immediately cease. You agree that we will have no liability whatsoever to you or any other party as a result of a termination of your access to the Compound Site, the Compound Programs.  Upon any termination, discontinuation, or cancellation of your account, all provisions of these Terms of Service that by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.  

SECTION 9.
AFFILIATED AND THIRD-PARTY SITES, THIRD-PARTY SERVICES, AND THIRD-PARTY CONTENT
.  
Compound has no control over, and no liability for any third-party websites, applications, or materials. Compound works with a number of third-party partners and affiliates, whose Internet sites may be linked with the Compound Site. Because neither Compound nor the Compound Site has control over the content and performance of these third-party partner and affiliate sites, Compound makes no guarantees about the accuracy, currency, content, policies, promotions, services, or quality of the information provided by such third-party sites, and Compound assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Compound Site, you may have access to content items (including, but not limited to websites or “social media“ sites such as Instagram, Facebook, Google+, YouTube, Twitter, etc.) that are owned by third parties. You acknowledge and agree that Compound makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, policies, promotions, services, failures, actions, damages, losses, problems, or quality of this third-party content. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites, applications, or materials.

Further, certain portions of the Compound Site may be integrated into, or be provided in connection with third-party websites, services, content, and/or materials (“Third-Party Services”). We do not review or control any Third-Party Services. We additionally make no claim or representation regarding, and accept no responsibility for, the quality, content, nature, or reliability of Third-Party Services. There is no implied connection, endorsement, or adoption by Compound of these Third-Party Services, and we shall not be responsible for any content provided on or through these Third-Party Services. Certain opinions, claims, advice, representations, statements, or other information or materials may be made available by third parties (“Third-Party Content”). This Third-Party Content belongs to the respective authors or providers of the applicable Third-Party Content and these authors and providers are solely responsible for the Third-Party Content.  

COMPOUND DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY CONTENT REGARDING ANY PORTION OF THE COMPOUND SITE OR COMPOUND PROGRAMS; OR (II) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, CLAIM, ADVICE, REPRESENTATION, OR STATEMENT MADE BY A THIRD PARTY AS PART OF ANY THIRD-PARTY CONTENT. UNDER NO CIRCUMSTANCES WILL COMPOUND BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON THIRD-PARTY CONTENT IN CONNECTION WITH THE COMPOUND SITE OR COMPOUND PROGRAMS, INCLUDING OUR SERVICES.  

YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE COMPOUND SITE AND/OR COMPOUND PROGRAMS AND ANY TERMS, CONDITIONS, WARRANTIES, AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. COMPOUND ENCOURAGES YOU TO REVIEW ALL POLICIES, RULES, TERMS, AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF SERVICE OF EACH AND ANY THIRD-PARTY SITE THAT YOU VISIT.

THIRD-PARTY ACCESS TO YOUR INFORMATION.  
Although you are entering into an agreement to disclose your information to us pursuant to these Terms of Service, we may use third-party individuals and organizations to assist us, including affiliates, contractors, web hosts, developers, and others. In doing so, we may delegate our authority to collect, access, use, and disseminate your information to said third-party individuals or organizations. You hereby agree and understand that every authorization that you grant to us under these Terms of Service, you also grant to any third party that we may hire, contract, or otherwise retain the services of for the purpose of providing services to you. You agree not to hold us liable for the actions of any of these third parties, even if we would normally be held vicariously liable for their actions, and that you must take legal action against them directly should they commit any tort or other actionable wrong against you.

SECTION 10. 
NO WARRANTIES
.  
YOU ACKNOWLEDGE AND AGREE THE COMPOUND SITE AND/OR COMPOUND PROGRAMS, INCLUDING WITHOUT LIMITATION, ANY WEBSITES, MOBILE OR TABLET WEBSITES, SERVICES AVAILABLE AND ACCESSIBLE VIA OUR WEBSITES, ELECTRONIC SERVICES, SOCIAL NETWORKING SITES, INTERACTIVE FEATURES, SOFTWARE, TECHNOLOGY, TOOLS, CONTENT, AND ANY OTHER MATERIALS OR ANY OTHER ONLINE ACTIVITIES OR PLATFORM WE OWN OR CONTROL, ARE PROVIDED AS-IS AND AS AVAILABLE, WITH ALL FAULTS, AND WITHOUT PERFORMANCE ASSURANCES, WARRANTIES, OR GUARANTEES OF ANY KIND.  

YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE COMPOUND SITE AND/OR COMPOUND PROGRAMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPOUND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE COMPOUND SITE AND/OR THE COMPOUND PROGRAMS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE OUR SITE OR THE COMPOUND PROGRAMS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE COMPOUND SITE AND/OR THE COMPOUND PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE COMPOUND SITE AND COMPOUND PROGRAMS ARE AT YOUR SOLE RISK.

Certain applicable state laws may not allow the exclusion of implied warranties; therefore, some of the above exclusions may not apply to you. No statement of ours or any of our officers, managers, members, employees, consultants, agents, affiliates, and representatives, shall create any warranty other than those expressly contained in these Terms of Service.

You will not hold Compound or its affiliates, its third-party service providers, licensors, and suppliers, as applicable, responsible for any loss or damage that results from your access to or use of the Compound site or Compound programs, including without limitation any loss or damage to any of your computers or data, as the Compound site and/or the Compound programs may contain bugs, errors, problems, or other limitations.  

YOU ACKNOWLEDGE THAT WE DO NOT CONTROL ANY ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD PARTIES ON OR THROUGH THE COMPOUND SITE AND/OR COMPOUND PROGRAMS. EXCEPT AS OTHERWISE AGREED IN WRITING, WE ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF SUCH THIRD-PARTY ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OR THIRD-PARTY SERVICES MADE AVAILABLE BY THIRD PARTIES THROUGH OUR SITE.

SECTION 11. 
LIMITED LIABILITY
.
To the maximum extent permitted by law, in no event shall Compound or any of its officers, managers, members, employees, consultants, agents, affiliates, or representatives (collectively, the “Compound parties”) be liable for damages of any kind (including, but not limited to, direct, indirect, special, incidental, exemplary, punitive, or consequential damages, loss of business, lost profits, or lost data, regardless of the foreseeability of those damages) arising out of or in connection with your access to or use of the Compound site and/or Compound Programs; your inability to access or use the Compound site and/or Compound Programs; the conduct or content of other users or third parties on, through, or following the use of the Compound site and/or Compound Programs; or unauthorized access, use or alteration of your user content, even if Compound has been advised at any time of the possibility of such damages.

This limitation shall apply regardless of whether the damages arise out of breach of contract, tort (including, without limitation, negligence and strict liability), product liability, or any other legal theory or form of action even if the Compound parties have been advised of the possibility of such damages, arising out of or relating in any way to the unauthorized access to or alteration of your user content, even if a remedy set forth herein is found to have failed its essential purpose.  

You specifically acknowledge that Compound parties are not liable for any defamatory, offensive, or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with you. Compound disclaims and takes no responsibility for any conduct of you or any other user, on or off the Compound site and/or Compound programs. Compound takes no responsibility for any content that you or another user or third-party posts, sends, or receives through the Compound site. Any content downloaded or otherwise obtained through the use of the Compound site and/or Compound programs is accessed at your own discretion and risk.

Your sole and exclusive remedy for dissatisfaction with the Compound site and/or Compound programs is to stop using the Compound site and/or Compound programs. To the fullest extent permissible by applicable law, the maximum liability of Compound parties arising out of or relating in any way to your access to or use of the Compound Site and/or Compound Programs shall be two hundred dollars ($200.00). 

SECTION 12.
INDEMNITY
.
YOU AGREE TO INDEMNIFY COMPOUND FOR YOUR ACTS AND OMISSIONS. IN CONSIDERATION FOR YOUR USE OF THE COMPOUND SITE AND/OR COMPOUND PROGRAMS AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOURSELF, YOUR HEIRS, EXECUTORS, AND ADMINISTRATORS, AND ANY OTHER PERSON(S) WHO MAY TAKE BY OR THROUGH YOU, HEREBY AGREE TO INDEMNIFY, DEFEND, RELEASE, FOREVER DISCHARGE, AND HOLD HARMLESS THE COMPOUND PARTIES, FROM AND AGAINST ANY LIABILITY FOR ANY AND ALL THIRD-PARTY CLAIMS, JUDGMENTS, DAMAGES, LIABILITIES, SETTLEMENTS, LOSSES, COSTS, EXPENSES, AND RECOVERIES FOR ANY AMOUNTS CLAIMED DUE, OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE COMPOUND SITE AND/OR COMPOUND PROGRAMS, YOUR USER CONTENT, OR YOUR BREACH OF THESE TERMS OF SERVICE AND/OR THE COMPOUND PRIVACY POLICY.

SECTION 13. 
RELEASE
.  
To the extent the law permits, you release us from any claims or liability related to any content and/or User Content posted on the Compound Site and from any claims related to the conduct of any other users or customers of ours. You agree to waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.”  

SECTION 14. 
COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS
.
When accessing the Compound Site and/or Compound Programs, you agree to obey the law and to respect the intellectual property rights of others. Your use of Compound Site and/or Compound Programs is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third-party rights caused by any User Content you provide or transmit. The burden of proving that any content does not violate any laws or third-party rights rests solely with you. You further agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights or notices incorporated in or accompanying the Compound Site, Compound Programs, and/or the Compound Content.

COPYRIGHT.
All Compound Content included in or made available through the Compound Site and/or Compound Programs, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the exclusive property of Compound or its content suppliers and protected by United States and international copyright laws. The compilation of all Compound Content included in or made available through the Compound Site and/or Compound Programs are also the exclusive property of Compound and protected by United States and international copyright laws. Without limitation, Compound owns a copyright in the selection, coordination, arrangement, and enhancement of the Compound Content on the Compound Site and/or Compound Programs. All Compound Content on the Compound Site and/or Compound Programs is: Copyright © 2020 Compound. All rights reserved.  

TRADEMARKS.
All trademarks, service marks, trade names, and trade dress, whether registered or unregistered, of Compound used on the Compound Site and/or Compound Programs are trademarks or registered trademarks of Compound. Compound’s trademarks and trade dress may not be used in connection with any product or service that is not provided by Compound and/or the Compound Programs, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Compound. Without our prior written permission, you agree not to display or use, in any manner, any such trademarks and/or trade dress. Without limitation of the foregoing, you may not use any meta tags or any other “hidden text” utilizing our names, trade dress, or trademarks without our express prior written consent. Any goodwill associated with any use of such names, trade dress, or trademarks by you shall inure exclusively to Compound or its respective owners. The Compound Site, Compound Programs, and/or the Compound Content may not be copied, modified, reproduced, downloaded, or distributed in any way, in whole or in part, without the express prior written permission of Compound, which may be withheld with or without reason. Any unauthorized use of the Compound Site, Compound Programs, and/or the Compound Content is prohibited. You agree to abide by any and all additional trademark and copyright notices, information or restrictions contained in any part of the Compound Site and/or Compound Programs.  

SECTION 15.
DISPUTE RESOLUTION; GOVERNING LAW
.
You hereby agree that any dispute or claim between you and Compound arising out of, relating in any way to, or in connection with these Terms of Service, the Compound Privacy Policy, the Compound Site, and/or Compound Programs (collectively, the “Dispute(s)”) shall be resolved in accordance with the provisions set forth herein.

1. Informal Negotiation. Before taking any formal action as described herein, you agree that if you have any Dispute with Compound, you will first contact us directly at our applicable statutory agent as set forth on the California Secretary of State website and provide a brief, written description of such Dispute and your contact information (including your email address associated with your user account, if any) and allow sixty (60) business days to pass, during which time Compound will attempt to reach an amicable and informal resolution of any issue with you.
2. Applicable Law. You agree that United States federal law including the American Arbitration Association Consumer Arbitration Rule, and (to the extent not inconsistent with or pre-empted by federal law) the laws of the State of California, USA, without regard to conflict of laws principles, will govern all Disputes. Such body of law will apply regardless of your residence or the location of where you use the Compound Site and/or Compound Programs. The arbitration shall be conducted by a single, neutral arbitrator. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees).
3. No Class Action Matters. We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding, or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.
4. Forum; No Jury Trial. If for any reason a Dispute proceeds in court: (i) except with respect to a qualifying claim over a Dispute in a small claims court, you agree that any such Dispute may only be instituted in a state or federal court in San Francisco County, California; (ii) you and Compound irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) you and Compound agree to waive any right to a trial by jury.
5. Injunctive Relief. Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property or any conduct that violates the section titled “Inappropriate Content” and/or the section titled “Prohibited Uses” of these Terms of Service.
6. Time Limitations. If either of us wants to assert a Dispute against the other, the party with a Dispute must institute arbitration within one (1) year from the date the Dispute arose. Absent commencing the arbitration within one (1) year from the date the Dispute arose, the Dispute(s) will be forever barred.
7. Opt-Out. You may choose to opt-out of arbitration and reject the Arbitration Agreement by emailing us at info@withcompound.com with your notice to opt-out (“Notice to Opt-Out”). Your Notice to Opt-Out must include your full name, street address, city, state, zip code, email address, and an unaltered digital image of your valid driver’s license. The Notice to Opt-Out must be received by Compound no later than thirty (30) days after the date you accept these Terms of Service for the first time. There are no exceptions to these opt-out procedures. If you opt-out of the Arbitration Agreement ALL other parts of these Terms of Service will remain in effect and continue to apply to you.  

SECTION 16.
SEVERABILITY; WAIVER
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If any provision of these Terms of Service, or the application thereof to any person, place, or circumstance, will be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, such provision will be enforced to the maximum extent possible, or, if incapable of such enforcement, will be deemed to be deleted from these Terms of Service, and, provided that the fundamental terms and conditions of these Terms of Service remain legal and enforceable, the remainder of these Terms of Service and such provisions as applied to other persons, places, and circumstances will remain in full force and effect. No waiver by Compound of any breach or default by you will be deemed a waiver of any preceding or subsequent breach or default, nor will any delay or omission on the part of Compound to exercise or avail itself of any right or remedy that we have or may have hereunder shall operate as a waiver of any right or remedy.

SECTION 17.
DOMESTIC AND INTERNATIONAL USE
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The Compound Site and/or Compound Programs are controlled and operated by Compound from its primary offices in the State of California; provided, however, Compound may at its sole discretion operate, amend, modify or otherwise alter the Compound Site and/or Compound Programs outside of the State of California. Compound makes no representation that any of the content or the electronic services to which you have been given access to are available, appropriate, or legal for use in other locations or other jurisdictions. Your access to or use of the Compound Site and/or Compound Programs should not be construed as Compound purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California. Those who choose to access or use the Compound Site and/or Compound Programs from outside the United States do so voluntarily and at their own risk, and are responsible for compliance with their local laws.

SECTION 18.
CALIFORNIA USERS – CONSUMER RIGHTS NOTICE
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Under California Civil Code Section 1789.3, users of the Compound Site from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.  

SECTION 19. 
MODIFICATIONS.  
Compound may, in its sole discretion and without prior notice, (A) revise these Terms of Service or its Privacy Policy; (B) modify the Compound Site and/or Compound Programs; or (C) discontinue the Compound Site and/or Compound Programs at any time. Such revision(s) shall be effective immediately on such posting by Compound. You agree to review these Terms of Service and any other online policies posted on the Compound Site periodically to be aware of any revisions. 

SECTION 20. 
ENTIRE AGREEMENT.  
This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. These Terms of Service are not assignable, transferable, or sublicenseable by you except with our prior written consent. Any heading, caption, or section title contained in these Terms of Service is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. 

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