Vauban Terms and Conditions (United States)
Who we are and how to contact us
https://www.vauban.io/, https://dashboard.vauban.io/ and https://structurer.vauban.io (each, and together with any related websites, hosted applications, mobile, and other services provided by us, a “site”) are sites operated by Vauban Technologies Limited or one of our affiliates, including Vauban Capital GP LLC (“we” or “Vauban”). Vauban Technologies Limited is a private limited company registered in England and Wales under company number 11128704 and have our registered office at 186 Shoreditch High Street, London, England, E1 6HU. If you live in or are based in the United States, the US Provisions also apply to you.
We are registered with the Financial Conduct Authority (FRN 825317) for Anti Money-Laundering purposes.
To contact us, please email hello@vauban.io.
By using our site you accept these terms
BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SITE. YOUR USE OF THE SITE, AND OUR PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY US AND BY YOU TO BE BOUND BY THESE TERMS. If you are an entity, organization, or company, the individual accepting these terms on your behalf represents and warrants that they have authority to bind you to these terms and you agree to be bound by these terms.
US ARBITRATION NOTICE. If you live in the United States, except for certain kinds of disputes described in Section 5 of the US Provisions, you agree that disputes arising under these terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
There are other terms that may apply to you
These terms of use refer to the following additional terms, which also apply to your use of our site:
Our Privacy Policy. See further under How we may use your personal information.
Our Complaints Policy. See further under Complaints Policy
Where Onfido is used for processing identity checks, you agree that you have read, understand, and accept
Onfido Facial Scan Policy and Release, Onfido Privacy Policy and Onfido Terms of Service.
Where The Currency Cloud Limited is used for the provision of payment services on your account, you also agree to accept these terms and conditions: Currency Cloud US Terms and Conditions ; Currency Cloud UK Terms and Conditions.
Payment services are provided by The Currency Cloud Limited. Registered in England No. 06323311. Registered Office: The Steward Building 1st Floor, 12 Steward Street London E1 6FQ. The Currency Cloud Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issuing of electronic money (FRN: 900199). In the US Currency Cloud operates in partnership with CFSB. CFSB fully owns the bank program and services are provided by The Currency Cloud Inc.’
If you purchase services through our site, our services agreement will apply to the sales.
We may make changes to these terms
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.
We may make changes to our site
We may update and change our site from time to time to reflect changes to our products, our services, our users’ needs and our business priorities.
We may suspend or withdraw our site
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
We may transfer this agreement to someone else
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
Our site is only for users in the UK and the United States
Our site is directed to people residing in the United Kingdom and the United States. We do not represent that content available on or through our site is appropriate for use or available in other locations.
You must keep your account details safe
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at hello@vauban.io.
How you may use material on our site
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
Do not rely on information on this site
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
User-generated content is not approved by us
This website may include information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
How to complain about content uploaded by other users
If you are in the United States, please see the US Provisions set forth below. Otherwise, if you wish to complain about content uploaded by other users, please contact us on hello@vauban.io.
Subject to the US Provisions, if applicable, our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products or services to you, which will be set out in our Engagement Letter or other written agreements with clients.
If you are a business user:
We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, our site; or
use of or reliance on any content displayed on our site.
In particular, we will not be liable for:
loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
If you are a consumer user:
Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.
How we may use your personal information
We will only use your personal information as set out in our Privacy Policy.
Uploading content to our site
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the terms set out in the “Prohibited uses” below.
You warrant that any such contribution does meet those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to and hereby grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
You are solely responsible for securing and backing up your content.
We do not store terrorist content.
Rights you are giving us to use material you upload
By uploading or posting content to our site, you hereby grant us the following rights to use that content:
a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media including to promote the site or the service forever;
a worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content in accordance with the functionality of the site forever.
We are not responsible for viruses and you must not introduce them
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Rules about linking to our site
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
If you wish to link to or make any use of content on our site other than that set out above,please contact hello@vauban.io.
Our trade marks
Vauban and Wealth containers are trademarks of Vauban. You are not permitted to use them without our approval, unless they are part of material you are using as expressly permitted by us.
Prohibited uses
You may use our site only for lawful purposes. You may not use our site:
In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
For the purpose of harming or attempting to harm minors in any way.
To bully, insult, intimidate or humiliate any person.
To send, knowingly receive, upload, download, use or re-use any material unless expressly permitted (e.g. by signing our engagement letter).
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of these terms of website use.
Not to access without authority, interfere with, damage or disrupt:
any part of our site;
any equipment or network on which our site is stored;
any software used in the provision of our site; or
any equipment or network or software owned or used by any third party.
Breach of this policy
When we consider that a breach of these terms has occurred, we may take such action as we deem appropriate.
Failure to comply with these terms may result in our taking all or any of the following actions:
Immediate, temporary or permanent withdrawal of your right to use our site.
Immediate, temporary or permanent removal of any Contribution uploaded by you to our site.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
WE EXCLUDE OUR LIABILITY FOR ALL ACTION WE MAY TAKE IN RESPONSE TO BREACHES OF THESE TERMS. THE ACTIONS WE MAY TAKE ARE NOT LIMITED TO THOSE DESCRIBED ABOVE, AND WE MAY TAKE ANY OTHER ACTION WE REASONABLY DEEM APPROPRIATE.
How this contract can be transferred
We can transfer our rights and obligations under these terms to any third party, provided this does not adversely affect your rights under these terms.
Which country’s laws apply to any disputes?
If you are based in the United States, please see the US Provisions set forth below.
If you are a UK consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
If you are a UK business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
Additional Terms of Use — Country Specific
In addition to the website terms of use above, the following additional terms and conditions of use apply to users in the United States.
Scope of application. If you reside in or are located in the United States, these provisions (the
“US Provisions”) shall govern your use of the site and related web based services, in addition to the foregoing general website terms of use. In the event of any conflict between these US Provisions and the foregoing website terms of use, these US Provisions shall control to the extent necessary to resolve the conflict.
Provider of services. You understand and accept that the is as defined is provided to you by Vauban Capital GP LLC, a Delaware corporation, with a principal place of business at 651 N. BROAD ST. SUITE 201,MIDDLETOWN DE 19709 (“Vauban US”), and that the terms of use are hereby entered into and agreed upon between you and Coda US.
Eligibility; binding and enforceable effect. You must be at least 18-years old to use the site. By agreeing to these terms, you represent and warrant to us that: (a) you are at least 18-years old; (b) you have not previously been suspended or removed from the site; and (c) your registration and your use of the site is in compliance with any and all applicable laws and regulations.You understand and accept that these terms constitute a binding and enforceable contract between you and Vauban US, and that the rights and obligations set out in these terms shall be effective between you and Vauban US when you signify your acceptance.
Governing law and dispute resolution. These Terms shall be governed by and construed according to the laws of the State of Delaware without regard to its conflicts-of-law provisions. The parties shall make good faith efforts to amicably resolve any disputes that arise out of or in connection with these Terms (including any question regarding its existence, validity or termination), but in the event that such efforts shall fail, subject to Section 5 of these US Provisions, either party may pursue any remedies available to it at law or in equity. Both parties submit to the personal and exclusive jurisdiction of the state courts and federal courts located within [Wilmington, Delaware] for resolution of any lawsuit or court proceeding permitted under these terms.
Arbitration.
Generally. Except as described in Section 5(b) and 5(c), you and Vauban agree that every dispute arising in connection with these Terms, the Site, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VAUBAN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 5 within 30 days after the date that you agree to these Terms by sending a letter to Vauban Capital GP LLC, Attention: Legal Department – Arbitration Opt-Out, 651 N. BROAD ST. SUITE 201, MIDDLETOWN DE 19709 that specifies: your full legal name, the email address associated with your account on the Site, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Vauban receives your Opt-Out Notice, this Section 5 will be void and any action arising out of these Terms will be resolved as set forth in Section 4. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Vauban.
Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Vauban’s address for Notice is: Vauban Capital GP LLC, 651 N. BROAD ST. SUITE 201,MIDDLETOWN DE 19709. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Vauban may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Vauban will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your [residence/billing address] unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Vauban must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Arbitration Relief. Except as provided in Section 5(i), the arbitrator can award any relief that would be available if the claims had been brough in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Vauban before an arbitrator was selected, Vauban will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
No Class Actions. YOU AND VAUBAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Vauban agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. If Vauban makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Vauban’s address for Notice of Arbitration, in which case your account with Vauban will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Enforceability. If Section 5(i) or the entirety of this Section 5 is found to be unenforceable, or if Vauban receives an Opt-Out Notice from you, then the entirety of this Section 5 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 4 will govern any action arising out of or related to these Terms.
Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
Disclaimers; No Warranties by Vauban
THE SITE AND ALL SERVICES, MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. VAUBAN DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL SERVICES, MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. VAUBAN DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE OR ANY SERVICES, MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND VAUBAN DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR VAUBAN OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING VAUBAN OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE AND YOUR DEALING WITH ANY OTHER SITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 7 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Vauban does not disclaim any warranty or other right that Vauban is prohibited from disclaiming under applicable law.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VAUBAN BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY SERVICE, MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VAUBAN HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTIONS 5(f) AND 5(h) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF VAUBAN TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO VAUBAN FOR ACCESS TO AND USE OF THE SITE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Copyright Infringement. Respect of Third Party Rights. Vauban respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Website to do the same. Infringing activity will not be tolerated on or through the Website.
DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Website, you may contact our Designated Agent at the following address:
Vauban Capital GP LLCAttn: Legal Department (IP Notification)
651 N. BROAD ST. SUITE 201,MIDDLETOWN DE 19709
Email: hello@vauban.io
Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Website has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyrighted work or other intellectual property right that you claim has been infringed
a description of the material that you claim is infringing and where it is located on the Website;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of the mate-rials on the Website of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Vauban with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Vauban making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
Repeat Infringers. Vauban’s policy is to: (a) remove or disable access to material that Vauban believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Website; and (b) in appropriate circumstances, to terminate the ac-counts of and block access to the Website by any user who repeatedly or egregiously in-fringes other people’s copyright or other intellectual property rights. Vauban will terminate the accounts of users that are determined by Vauban to be repeat infringers. Vauban reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
Counter Notification. If you receive a notification from Vauban that material made available by you on or through the Website has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Vauban with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Vauban’s Designated Agent through one of the methods identified in Section 27.a, and include substantially the following information:
your physical or electronic signature;
identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
your name, address, and telephone number, and a statement that you con-sent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Vauban may be found, and that you will accept service of process from the per-son who provided notification under Section 11.2 above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Vauban in response to a Notification of Claimed Infringement, then Vauban will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Vauban will replace the removed User Content or cease disabling access to it in 10 business days, and Vauban will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, un-less Vauban’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Vauban’s system or network.
False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Vauban relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Vauban reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Vauban, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Site; (2) your violation of any portion of these terms, any representation, warranty, or agreement referenced in these terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.