Welcome to the Terms of Use (these “Terms”) for cosign.build, made available by a16z Capital Management, L.L.C. (“a16z,” “we” or “us”). The Website and any content, tools, features and functionality offered on or through the Website, including the Cosign platform, are collectively referred to as the “Services.”
By accessing or using the Services, you are agreeing to these Terms. For purposes of these Terms, “you” and “your” mean you as the user of the Services. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that you are authorized to bind that entity to these Terms.
Section 6 contains an arbitration clause and class action waiver which requires you to resolve disputes with a16z through arbitration rather than in court or as part of a class action, unless you opt out as described in that section.
1. The Services
a. Services
You must be at least eighteen years old to use the Services. Your access and use of the Services may be interrupted from time to time for several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services.
b. Accounts
To use the Services, you may be required to create an account or link another account, such as your X account (“Account”). You agree to (i) provide us with accurate, current and complete information for your Account, (ii) maintain the security and confidentiality of your Account login information, and (iii) notify us immediately at legal@a16z.com if you know or suspect that your password has been stolen or in case of any unauthorized use of your Account.
c. Cosigns
The Services allow users to ask and answer questions, “cosign” individuals and companies and create and share lists (“Cosign Content”). Any Cosign Content reflects the opinions of the users who created it and not of a16z, and a16z does not verify, endorse, investigate or guarantee the accuracy of any such Cosign Content. You are solely responsible for any content you submit about another individual or company. If you believe any Cosign Content is inaccurate or violates these Terms, please contact us at legal@a16z.com.
d. Profiles
The Services may display profiles containing information about individuals or companies based on publicly available information, information provided by other users (for example, when a user “cosigns” another individual or company), or other sources. If you believe we have created a profile about you and you have not registered for an Account, you may claim, correct or request removal of that profile as described in our Privacy Policy.
e. Jobs
The Services may display job postings from third-party sources. a16z does not guarantee the accuracy, completeness or continued availability of any job posting, and is not a party to and has no responsibility for any hiring or application process or any employment-related decisions.
f. Prohibited uses
You may not, and may not permit any third party to, do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission:
- Submit, transmit, display, perform, post or store any content or information that is unlawful, defamatory, obscene, invasive of privacy or publicity rights, harassing, abusive, hateful, violent or cruel, or otherwise use the Services in a manner that is obscene, harassing, hateful, cruel, abusive, unlawful, misleading, or fraudulent.
- Create a false identity, misrepresent your identity, create an Account for anyone other than yourself, or attempt to use another user’s Account.
- Misrepresent your relationship or affiliation with a16z.
- Download, copy, distribute, publish or offer for sale any information or data obtained through the Services, except where explicitly permitted by the Services or temporary files automatically cached by your web browser for display purposes.
- Access or use the Services in any manner that could disable, overburden, damage or impair the Services.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt the Services or their related systems or networks.
- Use the Services to develop, train, fine-tune, evaluate or improve any artificial intelligence or machine learning model or to create any product or service that competes with the Services.
- Remove, obscure or alter any copyright, trademark, or other proprietary notation displayed on or through the Services.
- Duplicate, decompile, reverse engineer or disassemble the Services.
- Use any robot, crawler, or other automatic device to monitor, extract, scrape, copy or collect information or data from or through the Services.
- Introduce any viruses, Trojan horses, worms or other harmful materials into the Services or our systems.
- Exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation.
- Violate any applicable law in connection with your access to or use of the Services.
- Access or use the Services in any way not expressly permitted by these Terms.
2. Privacy
Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy.
3. Intellectual property
a. Ownership
The Services and all proprietary content, information and other materials on the Services, including any trademarks, templates, text, graphics, logos or software, are the property of a16z or its licensors and are protected by applicable intellectual property laws. You shall not take any actions inconsistent with such ownership interests.
b. Feedback
If you provide any feedback, comments or suggestions for improvements to the Services (“Feedback”), you agree that a16z may use and disclose such Feedback in any manner and for any purpose whatsoever without further notice or compensation to you.
c. User Content
You retain ownership of any information, data, inputs and other materials that you submit to or through the Services (collectively, “User Content”). You hereby grant a16z and its affiliates a worldwide, perpetual, royalty-free, sublicensable license to host, store, reproduce, transmit, display, modify, and otherwise process User Content as needed to provide, operate, secure, maintain, develop and improve the Services. You represent and warrant that you have all rights necessary to grant this license and that your User Content does not violate any law or any third party’s rights. a16z may modify, moderate, remove or delete any User Content at any time.
d. Copyright policy
- If you believe that any text, photos or other materials uploaded to or appearing on the Services infringes your copyright, you may send a written notice to our designated agent that includes: your physical or electronic signature; identification of the copyrighted work you claim is infringed; identification of the material you claim is infringing and information reasonably sufficient for us to locate it; your contact information; a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on the copyright owner’s behalf.
- Notices should be sent by mail to: a16z Capital Management, L.L.C.; Attn: Copyright Agent; 2865 Sand Hill Road, Menlo Park, CA; or by email to legal@a16z.com. Upon receiving a compliant notice, we will remove or disable access to the identified material and notify the user who posted it. That user may submit a counter-notification meeting the DMCA’s requirements; if they do, we will forward it to the original complaining party and, unless that party files a court action within the statutory period, may restore the material. Submitting a notice or counter-notification you know to be materially false may expose you to liability for damages under 17 U.S.C. § 512(f).
- It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyright or intellectual property rights of others.
4. Third-party materials
Certain Services may display, include or make available content, data, information, materials or services from third parties or provide links to third-party websites (“Third-Party Materials”). Your use of certain Third-Party Materials may be subject to separate terms between you and the applicable provider. You acknowledge and agree that a16z is not responsible for examining or evaluating the content, accuracy, completeness, legality or any other aspect of such Third-Party Materials, and we do not warrant and will not have any liability or responsibility to you or any other person for any Third-Party Materials. Third-Party Materials are provided solely as a convenience to you.
5. Disclaimer of warranties, limitations of liability, and indemnification
a. Disclaimer
You agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. a16z, its affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “a16z Parties”) disclaim all warranties and conditions of any kind, whether express or implied, including any warranties of merchantability, fitness for a particular purpose or non-infringement. Further, the a16z Parties make no warranty or representation and disclaim all liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services. No advice or information, whether oral or written, obtained from the a16z Parties or through the Services, will create any warranty or representation not expressly made herein.
b. Limitations of liability
To the extent not prohibited by law, you agree that (i) the a16z Parties shall not be liable for any indirect, incidental, consequential, special or exemplary damages of any kind under these Terms or otherwise arising in any way in connection with the Services; and (ii) the a16z Parties’ total liability to you for any damages under these Terms or otherwise arising in any way in connection with the Services shall not exceed one hundred dollars ($100). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
c. Indemnification
You agree to indemnify, defend and hold the a16z Parties harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) incurred by the a16z Parties arising out of or in connection with (i) your violation or breach of these Terms or any applicable law; (ii) your violation of any rights of any third party; (iii) User Content; and (iv) your negligence or willful misconduct.
d. Jurisdictional limitations
The laws of certain jurisdictions do not allow limitations on implied warranties or the exclusion of certain damages, so if these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
6. Arbitration
a. Agreement to arbitrate
You and a16z agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) will be resolved by binding arbitration in San Mateo County, California, rather than in court, except that either party may bring an individual action in small claims court, and either party may seek injunctive relief in court for infringement or misuse of intellectual property. The arbitrator, not any court, shall have exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration provision, including whether a claim is subject to arbitration. The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator and may be conducted remotely or based on written submissions, as permitted by the applicable rules. a16z will pay all AAA filing, administrative, and arbitrator fees for claims under $10,000 brought in accordance with the AAA Consumer Arbitration Rules’ cost schedule, unless the arbitrator finds the arbitration frivolous. This provision is governed by the Federal Arbitration Act.
b. Class action waiver
Disputes must be brought on an individual basis only, and not as a plaintiff or class member in any purported class, collective or representative proceeding. The arbitrator may not consolidate more than one person’s claims. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) must be brought in court, and all other claims remain subject to arbitration.
c. Mass filings
If 25 or more similar arbitration demands are filed against a16z by the same or coordinated counsel asserting substantially similar claims (a “Mass Filing”), the parties agree that such Mass Filing will be administered under the AAA’s Mass Arbitration Supplementary Rules then in effect, rather than its standard Consumer Arbitration Rules, including as to filing requirements, fee allocation, and the appointment of a process arbitrator. This provision governs only the administrative process and fees applicable to a Mass Filing; it does not limit any claimant’s right to pursue an individual arbitration.
d. Opt-out
You may opt out of this arbitration provision by emailing legal@a16z.com within thirty (30) days of first accepting these Terms, stating your name and intent to opt out. If you opt out of these arbitration provisions, the Company will also not be bound by them.
7. Additional provisions
a. Modifications to the Terms
a16z may modify or update these Terms at any time, in which case we will update the “Last Updated” date at the top of these Terms. If we make material changes, we will use reasonable efforts to provide you notice through the Services or by other means. The updated Terms will be effective as of the time of posting. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
b. Modification; termination
a16z may (i) add, change, limit or modify the Services or any feature thereof, or (ii) terminate, suspend, disable or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. Upon termination, a16z may delete your Account and all associated User Content, without notice or liability. All sections of these Terms that by their nature should survive termination shall continue in full force and effect.
c. Miscellaneous
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be deemed severable and shall not affect the enforceability of the remaining provisions. These Terms may be assigned by a16z but may not be assigned by you without a16z’s prior written consent. No waiver by either party of any breach shall be deemed a waiver of any preceding or subsequent breach. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any dispute arising out of or relating to these Terms or the Services shall be the arbitration venue set forth in Section 6, or if arbitration does not apply, the state and federal courts located in San Mateo County, California.
d. How to contact us
You may contact us regarding the Services or these Terms by email at legal@a16z.com.