Terms and Conditions
Effective date:
December 20, 2024
Welcome to eclipse.vc. Please read on to learn the rules and restrictions that govern your use of our website(s) and application(s) (the “Services”). If you have any questions, comments, or concerns regarding these Terms of Use (the “Terms”) or the Services, please contact us at admin@eclipse.vc.
These Terms are a binding contract between you and Eclipse Ventures, LLC (“Eclipse,” “we” and “us”). You must agree to and accept all the Terms, or you don’t have the right to use the Services; using the Services means that you agree to all of these Terms. These Terms include the provisions in this document, as well as those in our Privacy Policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Modification of these Terms
The Services may change, so these Terms may need to change as well. We reserve the right to change these Terms at any time. You should check these Terms periodically for modifications. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. Your continued use of the Services in any way after the posting of changes constitutes your binding acceptance of all such changes.
Who We Are
The Services are maintained and operated by Eclipse. Eclipse provides administrative and other services to Eclipse entities. In accordance with industry custom, the Services occasionally use terminology that may be interpreted to suggest that our firm is a single entity. However, there is no such single entity and all the entities that comprise our firm have their own separate legal existence.
LP Portal
To access the Eclipse LP Portal located at https://eclipse.arkpes.com/login, you may be required to sign up for an account, select a password, and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not transfer your account to anyone else without our prior written permission.
Third Party Materials; Confidentiality Obligations
You should be aware that a significant portion of the Services include or consist of information that has been provided by third parties and has not been validated or verified by us. Please see the “Content Ownership and Licenses” section below.
In connection with our investment activities, we often become subject to a variety of confidentiality obligations to funds, investors, portfolio 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 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 Services or otherwise.
Testimonial
No third party was compensated for their testimonial; nonetheless, testimonials do not represent the experience of all third parties with Eclipse or its personnel and do not imply similar results in the future.
No Offer, Solicitation or Advice
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 Eclipse entity in writing, neither this Website nor any of the Materials make any effort to present a comprehensive or balanced description of Eclipse or its investment activities. Any material presented in the Services is for informational purposes only and should not be construed as investment advice. Our views and opinions expressed in any website content are current at the time of publication and are subject to change. Past performance is not indicative of future results.
This website is intended solely to provide information regarding Eclipse’s potential financing capabilities for prospective portfolio companies. The information provided on this website, including information regarding Eclipse’s current and historical portfolio companies and other investments, is not intended to recommend any company or investment described herein and is not an offer or sale of any security or investment product or investment advice. It should not be assumed that results for portfolio investments will be achieved for other investments. Eclipse does not solicit or make its services generally available to the public.
One should not assume that all investments in the companies identified are or will be profitable.
Privacy; Non-Confidentiality of Submissions
We take the privacy of our users very seriously. Except as otherwise set forth at the point of collection, Eclipse’s use of any information you provide via the Services shall be governed by these Terms and our Privacy Policy available here. You are solely responsible for the accuracy and content of such information. By submitting information or materials to Eclipse, you understand, acknowledge, and agree that such information and/or materials will not be treated as confidential or proprietary, except with respect to Personal Information as described in the Privacy Policy. Eclipse undertakes no obligation to review information submitted by you, or to return such information to you. Eclipse and/or its affiliated funds may receive information that is similar to information you submit or may have already received information containing ideas and plans that are the same as or similar to ideas and plans contained in information you submit to us. In no event shall Eclipse or its affiliated funds be limited in, or restricted from, the pursuit of any opportunities, either alone or with third parties.
Use Restrictions
You represent and warrant that you are of legal age to form a binding contract and that you will only use the Services for your own use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:
• Infringes or violates the intellectual property rights or any other rights of anyone else (including Eclipse):
• Violates any law or regulation, including any applicable export control laws or privacy laws;
• Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• Attempts, in any manner, to obtain security information from any other user;
• Violates the security of any computer network, or cracks any passwords or security encryption codes;
• Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
• “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (defined below) through use of manual or automated means;
• Copies or stores any significant portion of the Content; or
• Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
We reserve the right, in our discretion and at any time, to remove any Content from the Services, suspend or discontinue any part of the Services, introduce new features, or impose limits on certain features, or restrict access to parts or all of the Services.
Content Ownership and Licenses
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Eclipse’s) rights. You understand that Eclipse owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or commercially exploit any of the Services. If you contact us or provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “User Submission”), then you grant Eclipse a license to use and exercise all rights in that User Submission, in connection with the Services and/or otherwise in connection with Eclipse’s and its affiliates’ business(es).
The Services may contain links or connections to third party websites or services that are not owned or controlled by Eclipse, which may include those that are operated by portfolio companies of Eclipse or its affiliates (including affiliated funds). When you access third party websites or use third party services, you accept that there are risks in doing so, and that Eclipse is not responsible for such risks, regardless of whether or not Eclipse or its affiliates has an investment relationship with the entity offering such site(s) or service(s). We encourage you to be aware when you leave the Services and to read the terms of use and privacy policy of each third-party website or service that you visit or utilize.
Eclipse has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third-party that you interact with through the Services. In addition, Eclipse will not and cannot monitor, verify, censor or edit the content of any third-party site or service.
We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Your interactions with organizations and/or individuals found on or through the Services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Eclipse shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Eclipse is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Eclipse, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “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.”
Warranty Disclaimer
THE SERVICES AND CONTENT ARE PROVIDED BY ECLIPSE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ECLIPSE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity
You agree to indemnify and hold Eclipse, its affiliates (including affiliated funds), officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or related to any third-party claims relating to your violation of these Terms.
Assignment
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without Eclipse’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law
These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement
Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Eclipse and limits the manner in which you can seek relief from Eclipse. Both you and Eclipse acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Eclipse's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Santa Clara County, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Eclipse will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Eclipse will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or Eclipse may assert claims, if they qualify, in small claims court in Santa Clara County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND ECLIPSE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Eclipse are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Eclipse over whether to vacate or enforce an arbitration award, YOU AND ECLIPSE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Eclipse is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 514 High Street, Palo Alto, California94301 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, and (ii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Eclipse to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Eclipse agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Santa Clara County, California, or the Northern District of California.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Eclipse.
Miscellaneous
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Eclipse may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Eclipse agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Eclipse, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Eclipse, and you do not have any authority of any kind to bind Eclipse in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you and Eclipse agree there are no third-party beneficiaries intended under these Terms.