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Terms of Use

Welcome to SiliconCFO, an online marketplace that matches startups and small businesses to Fractional Candidates to handle their financial operations.  siliconCFO Inc., a Delaware incorporation (“Company”, “we”, “us”, or “our”) and you (“You” or “User”) agree that that the terms of service (the “Terms of Use”) set forth herein govern your use and access to our services and website https://siliconcfo.com/  (the “Site” or “Sites”), and/or the SiliconCFO hosted service platform (the “Platform”) (collectively, the “Services”).  By using our Services, You agree to be bound by these Terms of Use, Fractional Candidate Terms, and our Privacy Policy . We reserve the right, at our sole discretion, to update or revise these Terms of Use. Please check the Terms of Use periodically for changes. Your continued use of the Services following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

THESE TERMS OF USE REQUIRE THAT ALMOST ALL DISPUTES BETWEEN YOU AND SILICONCFO INC. ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL.  PLEASE SEE BELOW FOR A DETAILED EXPLANATION OF BINDING ARBITRATION AND WAIVERS OF CLASS ACTION RIGHTS AND RIGHT TO A JURY TRIAL. 

  1. Access to the Site/Account Profile

By accessing or using the Site, You represent and warrant that You are at least 18 years old or a legal business enterprise, and have the right, authority, and capacity to enter into these Terms of Use (on behalf of yourself or the entity that You represent).  If You do not agree with all of the provisions of these Terms of Use, do not access and/or use the Site. The User may be a client seeking the services of a Fractional Candidate (the “Client”) or a Fractional Candidate seeking Clients. You can create an account profile by submitting your name, company email address, and a password (the “Account”).  Users agree not to allow anybody else to access their Account, including in any way that is meant to circumvent these Terms of Use. Users will be responsible for safeguarding their passwords and any and all activity that occurs through their Accounts. We cannot and will not be liable for any loss or damage arising from Users’ failure to comply with this, and all other provisions, of the Terms of Use.

  1. Certain Restrictions.  The rights granted to You in these Terms of Use are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) You shall not access the Site in order to build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) modify, adapt or hack the Site or related systems or networks.  In addition to the foregoing, You may not use any “page-scrape,” “deep-link,” “spider,” or “robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of the Site or in any way reproduce or circumvent the presentation or navigational structure of the Site.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms of Use.  All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
  2. User Responsibilities.  You are responsible for evaluating and determining the suitability of any project, Client, or Fractional Candidate on their own.  You acknowledge and agree that (i) Company is not a hiring entity, an agent of a Client, or employer of any Fractional Candidates; (ii) Company does not guarantee that any Fractional Candidate will be available to provide services to Users; (iii) Company is not a party to the relationship or any dealings between Clients and a Fractional Candidate; (iv) You are solely responsible for: (A) ensuring the accuracy and legality of any User Content; (B) entering into any agreements with other Users; (v) Fractional Candidates are independent contractors who use the Platform to offer and provide services to Clients and are solely responsible for determining which projects to accept; the time, place, and manner of providing any Fractional Candidate services and the price they charge for their services.  SiliconCFO does not make any representations about or guarantee the truth or accuracy of any Fractional Candidate’s or Your listings or other User Content on the Site and/or Platform.
  3. Fees. For any agreement entered into by Client and the Fractional Candidate, Company receives 15% of the total fees invoiced for the first consecutive twelve months of a contract term (the “Fees”).  Any payment processing fees through the Platform may be paid by Client or the Fractional Candidate in our sole discretion.  In the event that Client seeks to directly engage Company’s Fractional Candidates, Client will pay Company a fee of 15% of the annual compensation including bonuses and any other cash compensation ((the “Conversion Fee”) which shall be payable within 45 days of Fractional Candidate’s start date, provided the Fractional Candidate remains employed with Client for 6 months from the Start Date. If such a Fractional Candidate voluntarily terminates the employment with Client before 6 months, we will refund Client the Conversion Fee (less any payment processing fees).   
  4. Payments.  All payments can be made by Client to a contracted Fractional Candidate through our Platform, and payments will be processed by our third-party payment processor (the “Payment Processor”).  The Payment Processor accessed from the Site is independent from us and we have no control over, and assume no responsibility for, the content, privacy policy, terms of use and practices of such website or service.  By purchasing our Services, Client agrees to abide by the terms and conditions of the Payment Processor. In addition to the foregoing, Client, or any subsidiaries, parent companies, partnerships, holdings, or investors related to Client, shall not seek to receive, or receive services from, or remit complete or partial payments to, Fractional Candidates without using Company’s Platform as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, Company’s ability to facilitate payments to Fractional Candidate’s through its Platform. 
  5. Ownership/Intellectual Property.  Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, the Platform, and its content are owned by Company or Company’s suppliers. Neither these Terms of Use (nor your access to the Site or Platform) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except as set forth herein.  Company and its suppliers reserve all rights not granted in these Terms of Use.  There are no rights or implied licenses (by estoppel, or otherwise) granted under these Terms of Use.
  6.  User Content.  You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Company.  By posting your information and other content (“User Content”) on or through the Site, You grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Site. Company has the right, but not the obligation, to monitor the Site and User Content. Company may remove or disable any User Content at any time for any reason, or for no reason at all. We reserve the right to disclose User Content and any information related to Your User Content, to third parties in connection with the operation and provision of the Services, to enforce the terms of any agreement that we have with You, to comply with legal obligations and requests from governmental authorities, law enforcement agencies, court orders, or subpoenas, and to protect the interests of the Company where necessary. For the avoidance of doubt, You agree that we have the right to disclose your identity to a third party who is claiming that any User Content You posted, provided, or uploaded is fraudulent, false, or misleading or constitutes a violation of the law, or a violation of their intellectual property or ownership rights, or of their right to privacy.  You hereby release the Company from any liability under any legal theory in connection with the use, modification, sale, or disclosure of any of your User Content.
  7. Links to Third Party Sites.  Sites linked through the Services are not under the control of the Company and the Company is not responsible for the contents of any linked site, any link contained in a linked site, or any changes or updates to such sites. The Company is not responsible for webcasting or any other form of transmission received from any linked site. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement of the site by the Company.
  8. Relationship of the Parties.  SiliconCFO is not a party to the relationship or any dealings between Client and the Fractional Candidate.  Nothing in these Terms of Use shall be construed as identifying Fractional Candidates, Client, or respective personnel or representatives as an employee, agent, or legal representative of Company or any of Company’s related or affiliated entities for any purpose. Nothing in these Term shall be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Company and Client or Fractional Candidate.
  9. THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OF USE OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
  2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  1. Indemnification. You shall indemnify and hold Company, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform by You, or a claim that any User Content infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of Your representations and warranties set forth herein; and (c) Fractional Candidate’s provision of services to, and/or agreement with, Client, including any claims by any third party or government agency.
  2. Term and Termination.  Subject to this Section, these Terms of Use will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms of Use.  Upon termination of your rights under these Terms of Use, your Account and right to access and use the Site will terminate immediately.  You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases.  Company will not have any liability whatsoever to you for any termination of your rights under these Terms of Use, including for termination of your Account or deletion of your User Content.
  3. COPYRIGHT ACT OF 1998 (DMCA).  Company respects the intellectual property of others and asks that users of our Site do the same.  In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights.  If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
    1. your physical or electronic signature;
    1. identification of the copyrighted work(s) that you claim to have been infringed;
    1. identification of the material on our services that you claim is infringing and that you request us to remove;
    1. sufficient information to permit us to locate such material;
    1. your address, telephone number, and e-mail address;
    1. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
    1. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
    1. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

You must submit your written notice containing the above information by, email, or postal to the following Designated Agent:  legal@siliconcfo.com.

If content You posted on the site was removed due to a claim(s) of copyright infringement and You would like to dispute that removal, the process for counter-notifications is governed by Section 512(g) of the DMCA:

  1. To file a counter-notification with us, You must provide a written communication that sets forth the items specified below.
    1. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of users (and removal of content from users) who are infringers. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that You first contact an attorney.

To expedite our ability to process your counter-notification, please use the following format:

  1. Identify the specific URLs of material that the Company has removed or to which the Company has disabled access.
    1. Provide your full name, address, telephone number, email address, and, if You are a registered User, the Username of your Account.
    1. Provide a statement that You consent to the jurisdiction of the courts of the state of New York, and that You will accept service of process from the person who provided notification to the Company in accordance with the process outlined above or an agent of such person.
    1. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or mis-identification of the material to be removed or disabled.”

If You are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the address at the end of this Agreement.

  1.   These Terms of Use are subject to occasional revision, and if we make any substantial changes, we may notify You by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms of Use will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site.  These changes will be effective immediately for new users of our Site.  Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
  2. Disputes.  For purposes of this section, “Dispute” shall mean any dispute, claim, or controversy arising out of or relating to these Terms of Use (such as with respect to their validity or enforceability), the Services, Platform, Your (or anybody else’s) access to and/or use of the Services, and/or the provision of content, Platform, and/or technology on or through the Site.

Disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Site, Platform, and/or Services shall not be subject to arbitration, and the notice and 30-day negotiation period required by this paragraph shall not apply to these types of Disputes.

Except as otherwise specifically set forth below, any Dispute of any kind, if unresolved through informal discussions within 30 days of the sending of the notice described above, shall be resolved by binding arbitration to be held in New York. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under the Arbitration terms herein.  You agree to submit to the personal jurisdiction of any state or federal court in New York, New York to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator(s).  Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and administered by the AAA. The AAA Rules and fee information are available at www.adr.org or by calling the AAA at 1 (800) 778-7879.

Payment of all filings, administration and arbitration fees will be governed by the AAA Rules. The decision from the arbitration will be in writing and binding and conclusive on Company and You, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Company and You agree that dispositive motions, including without limitation motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator(s) must follow these Terms of Use and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. COMPANY AND YOU UNDERSTAND THAT, ABSENT THIS MANDATORY ARBITRATION PROVISION, COMPANY AND YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. COMPANY AND YOU FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THAT THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.

You have the right to opt out and not be bound by the provisions requiring arbitration by sending written notice of your decision to opt out to legal@siliconcfo.com.

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.  The parties agree to maintain confidentiality unless otherwise required by law.  This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

If any part or parts of these arbitration terms are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the arbitration terms shall continue in full force and effect.

  1. Waiver of Jury Trial.  In the event any litigation should arise between You and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
  2. Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
  3. Small Claims Court.  Notwithstanding the foregoing, either You or the Company may bring an individual action in small claims court.

Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

  1. Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
  2. Electronic Communications.  The communications between You and Company use electronic means, whether You use the Site or send us emails, or whether Company posts notices on the Site or communicates with You via email. For contractual purposes, You (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
  3. Entire Agreement. These Terms of Use constitute the entire agreement between You and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other.  These Terms of Use, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Company may freely assign these Terms of Use.  The terms and conditions set forth in these Terms of Use shall be binding upon assignees.
  4. Notices:

SiliconCFO

Address:

134 N 4th St

Brooklyn, NY 11249

Telephone: 9177193930

Email: hello@siliconcfo.com