Telliscope Terms of ServiceLast Updated: July 8, 2016
Telliscope is a service offered by E-Pulse, LLC, doing business as Telliscope ("Telliscope", "we", or "us"). Telliscope provides entrepreneurs, investors, and resource partners with real-time information and network to grow businesses and expand economies.
1. Connecting Entrepreneurs, Investors and Resources
Among other things, we connect entrepreneurs with potential investors and resource partners, but, once a connection is made, we do not play any part in any transactions between entrepreneurs, investors and resource partners. What you and other users do with any connection Telliscope facilitates is up to you, subject to applicable law and these Terms. Without limiting your general agreement to be bound by these Terms, if you participate in an investment transaction, whether as an investor, entrepreneur or other participant, in connection with your use of the Services, you specifically agree to all provisions in these Terms related to investments and the offer and sale of securities.
Telliscope is not a registered broker or dealer or registered investment adviser under U.S. securities laws and is not registered in any similar capacity under the laws of any other country or jurisdiction. We connect entrepreneurs with potential investors and resource partners, but we do not recommend investments, advise on fundraising or securities offerings or other securities matters or facilitate or participate in any way in investment transactions. We do not verify the accuracy of any of the entrepreneur, investor or resource partner information that users provide on our online platform. We do not edit or provide guidance on the materials that entrepreneurs or resource partners submit (other than to encourage or require specific formats) or curate or select that information. The users registered as entrepreneurs represent to us that their materials submitted on this platform contain substantially the same information that they make available to accredited investors through other channels, and access to the materials posted on our platform should not be construed as an offer to sell securities. In addition, although we are focused on entrepreneurs in Africa, nothing on this website or in any communications from us should be construed as providing advice about the African market or as representing that we have curated any particular set of African companies or selected for investment the entrepreneurs that use our platform.
We are not affiliated with any of the entrepreneurs, investors or resource partners using our platform. Certain of our resource partners or other users may offer services related to the offering and sale of securities. We have no affiliation with those services and make no representations or warranties about any such services or about the compliance of such services with any applicable law. You bear full responsibility and must do your own diligence and make your own determination, together with your advisors, regarding whether to use any services offered by resource partners or other users. Without limiting the generality of the foregoing, we have no relation to, and do not benefit from, any broker/dealer or investment adviser services, or any related services, offered by any of our resource partners or any other user.
We do not collect any transaction-based or success fees (or even fees for introductions), and, once a connection is made, we do not play any part in negotiations or otherwise participate in any part of the chain of distribution of company securities. Nothing on this website or in any communications from us should be construed to be legal, tax, investment or business advice. You acknowledge that the securities laws of multiple countries or other jurisdictions may apply in the case of any offering or sale of securities in which you participate and that it is your responsibility to identify which laws apply and to determine your rights and obligations under those laws. Investors should consult their own tax, legal and business advisers before considering any investment in any company using our platform.
Telliscope is under no obligation to connect you to any entrepreneur, investor or other user of the Services. Telliscope's provision of any information or aspect of the Services to any other users of the Services does not entitle you or any other person to access the same information or aspect of the Services as any other user. Telliscope has no obligation to verify any due diligence, accredited investor status or any other matters related to investments or securities laws or other applicable laws, including intellectual property.
2. Grant of License
Subject to the terms provided herein, Telliscope grants you a non-exclusive, non-transferable, worldwide, revocable, non-sublicensable license to use the Services. Telliscope reserves the right to update or modify the Services at any time, from time to time in its sole discretion, including without limitation to increase or change the functionality of the Services or to charge or modify fees for use of any portion of the Services. Notwithstanding the foregoing, Telliscope does not grant you any right or license to republish or disseminate any content on the Telliscope website or to use or display any of our logos, domain names, trademarks or other marks or other distinctive brand features in any medium or forum or for any purpose.
You must register with us to fully access our Services. When you register with us, you agree to provide us with accurate and complete registration information and to register using your real name. You also agree to maintain accurate and complete registration information, including contact information, and you may register or cause to have registered only one account for yourself. You may not register an account for another person unless expressly authorized to do so as an employee or agent of that person. You also agree to provide us with accurate and complete information about your company or organization, as applicable, and keep such information up-to-date. You agree to maintain the confidentiality of your password and login information. You shall not permit any other person, except for your expressly authorized employees or agents, to use your registration to access the Services, and you are responsible for all use of the Services under your registration information. If you are authorized by another person to use such person's account (for example, as an officer of a company account), you agree to use the Services only on behalf of such other person, and not on behalf of yourself or any other person. For example (and without limitation), you will not use another person's account to view entrepreneur or investor information or request connections on your own or a third party's behalf.
We have the right to refuse your or any registration for any reason or no reason; provided, that you will be bound by these Terms regardless of any such refusal. We may access, read, preserve and disclose any information we reasonably believe is necessary, in our sole discretion, to comply with applicable law, enforce these Terms, detect or prevent fraud (including securities fraud) or computer security or other technical issues, and protect the rights, property or safety of Telliscope, its users and the public.
5. Acceptable and Restricted Use
We do our best to ensure that Telliscope is used exclusively by entrepreneurs, investors, and resource partners only to connect and grow businesses and expand economies, but we cannot and do not guarantee it. We need your help to ensure that Telliscope is safe and used properly. In addition, significant regulatory considerations apply to the capital raising process, and the dissemination and use of information may have implications for the compliance of companies and investors with U.S. and international securities laws, including whether a valid exemption is available for the offer and sale of securities. Therefore, in connection with your use of the Services, you agree to the following:
Content and Information You Provide
- You will not post inappropriate or unprofessional content, including content that is hate speech, threatening, or pornographic, or contains nudity or graphic or gratuitous violence.
- You will not create a false identity.
- You will not misrepresent your company or organization, or provide false information regarding your company or organization or any other person, company or organization. Information that you do provide about yourself or your company will be accurate and current in all material respects, free of errors or omissions that would make your information misleading under the circumstances.
- You will not misrepresent your past experience, your status as an accredited investor or any personal details relevant to that status, or your experience or relationship with any company or organization.
- You will not post unauthorized commercial communications (such as spam).
- In the event that you offer, sell or purchase any securities in connection with your use of the Services, you will not rely on, and you will not claim, state or imply that you have relied on, any investment, securities law or other advice from Telliscope.
Content and Information of Telliscope or other Users
- You will not collect other user's content or information, or otherwise access Telliscope, using automated means, without our explicit prior permission.
- If you collect information from other users through other, non-automated means, you must first obtain their consent (including to disseminate or republish their information) and make it clear that you, and not Telliscope, is collecting such information, and only share or disclose such information with their consent.
- If you obtain any entrepreneur's, investor's, resource partner's or other user's information through your use of the Services, you must obtain such user's consent to disseminate, republish, share or disclose such information.
- You will not copy or use the information, content, or data on Telliscope in connection with a competitive service (as defined in our sole discretion).
- You will not solicit login information that belongs to someone else or otherwise seek to gain unauthorized access to other accounts, computer systems, or networks accessed through the Services.
Other Unauthorized Uses
- You will not use Telliscope to do anything unlawful, misleading, malicious, or discriminatory, or for any purposes in breach of these Terms.
- You will not use Telliscope to create or operate any multi-level marketing or pyramid scheme, fraud, or other similar practice.
- You will not use Telliscope to market services, particularly investment advisory services (i) that are not expressly authorized by Telliscope or (ii) in a manner that would cause Telliscope to have to register as a broker dealer or investment adviser with the U.S. Securities and Exchange Commission or any similar registration with the securities authority for any other country or other jurisdiction.
- You will not market competing services to persons that you have identified through Telliscope.
- You will not violate intellectual property rights of us or others, including patents, trademarks, trade secrets, copyrights or other proprietary rights.
- You will not use, copy, modify or create derivative works of the Services or any part thereof, unless otherwise provided herein.
- You will not distribute or transfer the Services or part thereof or sublicense your right to use the Services.
- You will not reverse-engineer, disassemble, or attempt to derive the source code of the Services or part thereof.
- You will not attempt to disable or circumvent any security or access control mechanism related to the Services.
- You will not access our networks, computers, or Services in any manner that could damage, disable, overburden, or impair them, or interfere with any other person's use and enjoyment of our Services, including by uploading viruses or other malicious code.
- You will not encourage or facilitate any violation of these Terms.
Other Affirmative Obligations
- You will make your own assessment regarding regulatory requirements that may apply to your activities in connection with your use of the Services.
- You will conduct yourself in a professional manner in all your interactions with Telliscope and other users.
- You will do your own diligence in connection with any offer, purchase or sale of securities in which you participate in connection with your use of the Services or with any person that you found through your use of the Services.
6. When You Share Content and Information
You own or have all necessary rights to the content and information you post through Telliscope, including information relating to your company or organization. For content that is covered by intellectual property rights ("IP Content"), by posting such content and information, you specifically give us a perpetual, irrevocable, worldwide, non-exclusive, transferable, sub-licensable, royalty-free license to use any of IP Content ("IP License"). You can remove IP Content from your account and/or delete your account, but note that we may maintain copies of IP Content and information regarding your account on our servers (but such information will not be available to others). To the extent any of your rights in the IP Content are not licensable to Telliscope, such as rights known as "moral rights", you authorize and approve of any action which may be taken by Telliscope with respect to such rights, and you agree not to assert any such rights with respect to Telliscope's actions.
You agree that any content you post may be disseminated or republished by Telliscope under the foregoing license or by other persons, and that Telliscope will have no liability to you for any such dissemination or republishing and is under no obligation to keep confidential any information or content that you post. Telliscope is under no obligation to feature or otherwise display any content you post on any web page or otherwise. Telliscope is not obligated to pay or compensate you, or cause any party to pay or compensate you, for any content you post or any use of the Services by you. We reserve the right but not the obligation to monitor and control all content posted via the Services. We do not endorse any content posted by you or by any other user of the Services.
If you believe that someone is using your copyrighted work without your permission on Telliscope, please contact us at firstname.lastname@example.org.
7. Use of the Services by Individuals Under 18
Our Services are not directed to users under 18 and therefore you must be 18 years of age or older to register an account to use the Services. If you become aware that your child has provided us with personal information without your consent, or that any other person under 18 years of age has provided us with personal information, please contact us at email@example.com. If we become aware that an individual under 18 has provided us with personal information through the Services, we will take steps to delete such information and terminate the account.
Telliscope may suspend or terminate your account and your use of the Services at any time and for any reason or no reason at Telliscope's sole discretion. Telliscope may terminate these Terms as they apply to you at any time and for any reason or no reason. Upon your receipt of a notice of termination from Telliscope, you must immediately cease use of the Services. Sections 7-13 of these Terms shall survive the termination or expiration of these Terms for any reason.
9. Warranty Disclaimer
The Services are provided "AS-IS". Telliscope and its licensors expressly disclaim any warranties with respect to the Services, including without limitation, any statutory or implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Telliscope does not warrant that the Services will meet your requirements, that the operation of the Services will be continuous or error-free, that the Services will operate as intended or at all under all conditions, that any defects in the Services will be corrected by licensor, that our Services will be virus-free, or that any information or content provided by Telliscope or any user is accurate or representative of any other information.
You agree that these Terms do not entitle you to any support, upgrades, updates, add-ons, patches, enhancements or fixes for the Services. We may, but are not obligated to, provide any of the foregoing at any time, in our sole discretion.
10. Limitation of Liability and Indemnification
In no event shall Telliscope or its licensors be liable to you or any other entity for indirect, special, incidental, punitive, or consequential damages (including, but not limited to, damages related to lost profits, lost business opportunities, loss of data, loss of use or loss of any investment that you or others may make) in connection with these Terms and the Services, even if Telliscope has been advised of the possibility of such damages or losses. Telliscope's (and its licensor's) liability in connection with these Terms and the Services shall not exceed the amount actually paid by you to Telliscope for the use of the Services during the prior six months.
You shall defend, indemnify, and hold harmless Telliscope, its affiliates, employees, officers, directors, contractors, and agents from and against any and all claims or losses imposed on, incurred by, or asserted as a result of or relating to: (a) any noncompliance by you with these Terms; (b) your use of the Services; (c) any noncompliance by you with securities laws or other applicable laws; (d) any action or failure to act by you that causes Telliscope to have to register as a broker dealer or investment adviser with the U.S. Securities and Exchange Commission, or causes Telliscope to incur sanctions or costs related to its registration or non-registration as a broker dealer or investment adviser, or any similar registration requirement, sanctions or costs with the securities authority for any other country or other jurisdiction; and (e) any third-party allegations (whether such allegations may be false, fraudulent, or groundless) regarding (a), (b), (c) or (d) above.
You agree that in no event will we be liable to you for any exercise of any of our rights or remedies under these Terms, including any refusal or failure to take any action where we are not obligated under these Terms to take such action.
11. Governing Law
These Terms and your acceptance thereof shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the state of New York, U.S.A., without giving effect to its conflicts of laws provisions or principles. Any action, suit or other proceeding arising under or relating to these Terms shall be brought in a court of competition jurisdiction in the District of Columbia and you hereby consent to the sole jurisdiction of such courts. You agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis and you shall not participate in any class action against Telliscope or join or consolidate any claims that you have against Telliscope with the claims of any third parties. You also agree to waive the right to litigate disputes in court before a jury.
You shall send any notices regarding disputes or other communications to Telliscope by certified or registered mail to the following address: firstname.lastname@example.org. Telliscope may provide notices to you using any means reasonably calculated to provide you with actual notice, including email.
Please direct all inquiries to our office at email@example.com.