Kellogg's Venture Capital Fund Legal
Eighteen94 Capital, LLC
TERMS OF SERVICE
Welcome to the website of Eighteen94 Capital, LLC and our Terms of Service (these “Terms”). These Terms are important and affect your legal rights, so please read them carefully. Note that Section 11 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.
By accessing or using the website (the “Site”) provided by Eighteen94 Capital, LLC or affiliates (collectively, “Eighteen94 Capital,” “we,” “us” or “our”) that link to these Terms, you agree to be bound by these Terms and all of the terms incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Site.
Eighteen94 Capital reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Site or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Site, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Site. If you do not agree to the revised Terms, you may not access or use the Site.
1. Privacy Notice
Please refer to our Privacy Notice for information about how we collect, use and disclose information about you.
The Site is not targeted toward or intended for use by anyone under the age of 18 or anyone outside of the United States. By using the Site, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, and (c) have not been previously suspended or removed from the Site, or engaged in any activity that could result in suspension or removal from the Site.
3. License to Access and Use Our Site and Content
Unless otherwise indicated in writing by us, the Site and all content and other materials contained therein, including, without limitation, the Eighteen94 Capital logo and all designs, text, graphics, pictures, information, data, software, sound files, User Content (as defined in Section 11), other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Eighteen94 Capital or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.
You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable license to access and use the Site and Content. However, such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially the Site or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Site or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than the page caching) any portion of the Site or Content, except as expressly permitted by us, and (f) use the Site or Content other than for their intended purposes. Any use of the Site or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Eighteen94 Capital or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.
Notwithstanding anything to the contrary in these Terms, the Site and Content may include software components provided by Eighteen94 Capital or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
4. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Site by, or terminating the accounts of, users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others. If you believe that anything on the Site infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:
- Name of Designated Agent: Todd Hufford
- Address: One Kellogg Square, Battle Creek, Michigan 49016
- Email: Todd.Hufford@Kellogg.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
“Eighteen94 Capital,” the Eighteen94 Capital logo and any other Eighteen94 Capital Product or service names, logos or slogans that may appear on the Site or Products are trademarks of Eighteen94 Capital and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Eighteen94 Capital” or any other name, trademark or Product or service name of Eighteen94 Capital without our prior written permission. In addition, the look and feel of the Site and Products, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Eighteen94 Capital and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, Product names and company names or logos mentioned on the Site or Products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any Products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Eighteen94 Capital.
6. User Conduct
You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Site. You agree that you will abide by these Terms and will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use the Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner;
- Reverse engineer any aspect of the Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Site;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Site that you are not authorized to access;
- Develop any third party applications that interact with User Content or the Site without our prior written consent;
- Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Site, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
- Bypass or ignore instructions contained in the robots.txt file, accessible at www.1894capital.com, that controls all automated access to the Site; or
- Use the Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
ALL INFORMATION CONTAINED ON THIS WEBSITE (“MATERIALS”) ARE PROVIDED "AS IS," MAY NOT BE RELIED UPON FOR ANY PURPOSE, AND ARE NOT SUBJECT TO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. In particular, Eighteen94 Capital makes no representations or warranties with regard to the Materials' accuracy, completeness, non-infringement or fitness for a particular purpose. In connection with our investment activities, we may become subject to a variety of confidentiality obligations to persons, companies and other third parties. Any statements we make may be affected by those confidentiality obligations, with the result that we may be prohibited from making full disclosures. Without limitation on the effect of other warnings and disclaimers set forth in these Terms, you should interpret any statements we make (on this website or otherwise) in that context. Please ensure that your own computer security is comprehensive and up to date. We accept no responsibility for viruses, malware or other malicious or damaging software contained in the Materials or otherwise.
8. No Offer, Solicitation or Advice
Except to the extent expressly set forth in Materials or as otherwise specified by a Eighteen94 Capital entity in writing, nothing on this website is intended to constitute (i) an offer, or solicitation of an offer, to purchase or sell any security, other asset or service, (ii) investment advice or an offer to provide such advice, or (iii) a basis for making any investment decision. Except as expressly stated by an Eighteen94 Capital entity in writing, neither this website nor any of the Materials make any effort to present a comprehensive or balanced description of Eighteen94 Capital or its investment activities.
9. Submitting a Business Plan or Other Confidential Information
Due to the large number of business plan ideas and related materials that we review, and the similarity of many such plans and materials, we cannot accept responsibility for protecting against misuse or disclosure any confidential or proprietary information or other materials in the absence of our express written agreement to do so. Any plans, information and other materials you submit in connection with this website may be used or disclosed by us for any purpose and in any manner, as we determine in our sole discretion. Please consider this carefully before sending us any information or other materials that you deem confidential or proprietary.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Eighteen94 Capital, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Eighteen94 Capital Parties”), from and against all actual or alleged Eighteen94 Capital Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Content or Products, (b) your violation of these Terms, or (c) your violation of the rights of another. You agree to promptly notify Eighteen94 Capital of any third party Claims and cooperate with the Eighteen94 Capital Parties in defending such Claims. You further agree that the Eighteen94 Capital Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Eighteen94 Capital.
We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Site (or any features or functionality of the Site) at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Eighteen94 Capital OR ANY OF THE OTHER Eighteen94 Capital PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SITE OR CONTENT OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM Eighteen94 Capital, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Eighteen94 Capital’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
13. Modifications to the Site and Products
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Site (or any features or parts thereof) at any time and without liability therefor.
14. Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH Eighteen94 Capital AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
14.1. Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 10 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Eighteen94 Capital agree (a) to waive your and Eighteen94 Capital’s respective rights to have any and all Disputes arising from or related to these Terms, or the Site, Content or Products, resolved in a court, and (b) to waive your and Eighteen94 Capital’s respective rights to a jury trial. Instead, you and Eighteen94 Capital agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
14.2. No Class Arbitrations, Class Actions or Representative Actions
You and Eighteen94 Capital agree that any Dispute arising out of or related to these Terms or the Site, Content or Products is personal to you and Eighteen94 Capital and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Eighteen94 Capital agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Eighteen94 Capital agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
14.3. Federal Arbitration Act
You and Eighteen94 Capital agree that these Terms affect interstate commerce and that the enforceability of this Section 18 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
14.4. Notice; Informal Dispute Resolution
You and Eighteen94 Capital agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Eighteen94 Capital shall be sent by certified mail or courier to 545 LLC, Attn: Corporate Counsel, 545 Lamont Road, Elmhurst, Illinois 60126-1093. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Eighteen94 Capital account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 3 and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Eighteen94 Capital cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Eighteen94 Capital may, as appropriate and in accordance with this Section 17, commence an arbitration proceeding or, to the extent specifically provided for in Section 17.1, file a claim in court.
Except for Disputes arising out of or related to a violation of Section 10 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Eighteen94 Capital agree that any Dispute must be commenced or filed by you or Eighteen94 Capital within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Eighteen94 Capital will no longer have the right to assert such claim regarding the Dispute). You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
14.6. Opt-Out Right
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 18 by writing to: VP, Chief Counsel, Litigation, One Kellogg Square, Battle Creek, Michigan 49016. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 12.
15. Governing Law and Venue
These Terms, your access to and use of the Site and your order, receipt and use of the Products shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of New York and the United States.
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Site and to order, receive and use the Products, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
The following sections will survive the expiration or termination of these Terms and the termination of your Eighteen94 Capital account: all defined terms and Sections 1, 3, (first paragraph only), 5 through 19.
These Terms constitute the entire agreement between you and Eighteen94 Capital relating to your access to and use of the Site and your order, receipt and use of Products. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Eighteen94 Capital. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Eighteen94 Capital’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.