Terms of Use

1. Introduction. These Legal Terms and Conditions (the "Terms") together with all forms and documents ("Agreement") govern the access to and use of services, websites, and applications offered by 8vdX including the software as a service (SAAS) and app platform (together referred to as the "Platform" or 8vdX VC Portal) (together referred as “Services”) provided by Big Tree Finance, Inc., dba “8vdX” (the "Company") to investors (the "Users"). Accessing or using the Platform/ Services are conditioned on your acceptance of and compliance with these Terms. Users agree to be bound by these Terms.

The Platform is not directed to any person in any jurisdiction where (by reason of that person's nationality, residence or otherwise) the publication or availability of the Platform or any of its component is prohibited. Persons in respect of whom such prohibitions apply must not access the Platform.


2. Ownership. The Company and its licensors retain exclusive ownership of all rights, titles, and interests in the Services, with the exception of Content provided by users. The Services are protected by copyright, trademark, and other laws in the United States and other countries. This Agreement does not grant the licensee any rights to use the 8vdX name, trademarks, logos, domain names, or other distinctive brand features, unless specifically stated in this Agreement.


3. Grant of License. Upon acceptance of these Terms and in accordance with their provisions, the Company grants the User a limited, non-transferable, non-assignable, non-sublicensable, and revocable license to use the Services, Platform, and related software for their reasonable internal business purposes, as outlined in these Terms and any additional guidelines or requirements that the Company may impose from time to time, provided that:


1. The licensee shall not use the license to engage in any commercial activity.
2. The licensee shall not modify the Content, except as specifically described in writing by 8vdX.
3. The licensee shall attribute 8vdX with a human and machine-followable link (an anchor tag) linking back to the page displaying the original source of the Content on 8vdX.
4. The licensee shall make a reasonable effort to update a particular piece of Content to the latest version as it appears on 8vdX.
5. The licensee shall make a reasonable attempt to delete Content that has been deleted on 8vdX.


4. Restrictions. Users shall not, and shall not permit any third party to: (a) sell, resell, license, sublicense, distribute, make available, rent or lease the Platform to any third party; (b) use the Platform for the benefit of any third party; (c) modify, adapt, translate, or create derivative works based on the Platform; (d) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or structure, sequence and organization of the Platform; (e) use the Platform for any illegal or unauthorized purpose.
   


5. No Claim to Any Rights in Your Information. The Company covenants and agrees that it shall not assert any ownership rights to the Content submitted by you solely for the purpose of providing it to the Company. However, the Company reserves the right to exercise a license that allows it to analyze and showcase such Content and its analytical reports through 8vdX in connection with the Company's Services.


6. Company Will Display Content and Allow Communications Based on Filters. By creating an account with 8vdX, you have the ability to set filters that control the visibility of your information and the information displayed. The Company covenants and agrees that it shall not intentionally bypass or violate these filters. However, it must be acknowledged that the Company cannot guarantee that unauthorized access to your information or unsolicited contact will never occur due to potential software bugs or hacker attacks.


7. Reservation of the Company's Rights


1. Content Control: 8vdX reserves the right to monitor and control the Content posted through the Services, but is not obligated to do so. Our failure to exercise this right does not give you any right to make a claim against 8vdX. Any Content uploaded through the Services may be deleted at any time without notice to you.
2. Service Discontinuation: 8vdX reserves the right to discontinue the Services or make changes to them at any time and without notice, without liability.
3. User Access Termination: 8vdX reserves the right to terminate your access to the Services without notice for any violation of this Agreement and may pursue other legal remedies. Your account may be deleted for any reason and you will lose access to any information, connections, or features associated with it.
4. User Registration Refusal/Cancellation: 8vdX has the right to refuse or cancel your User registration at any time and for any reason. The Company also reserves the right to remove or refuse to distribute any Content on the Services, terminate Users and/or reclaim usernames. The Company may access, read, preserve, and disclose any information as reasonably necessary to comply with laws, regulations, legal processes, and government requests, enforce this Agreement, detect and prevent fraud and security issues, respond to User support requests, or protect the rights, property, or safety of 8vdX, its users, and the public.


8. User's Representation and Warranties.


1. Representation of Authority: The User represents and warrants that it has the authority to enter into the Agreement and to perform its obligations under it.
2. Non-Infringement: The User represents and warrants that the use of the SaaS service will not infringe on any intellectual property rights of a third party.
3. Compliance with Laws: The User represents and warrants that it will use the SaaS service in compliance with all applicable laws and regulations.
4. Data Privacy: The User represents and warrants that it will comply with all applicable data privacy laws and regulations and that it will not use the SaaS service to collect, store, or process any personal data in violation of such laws and regulations.
5. Accurate Information: The User represents and warrants that all information provided to the SaaS provider is true, accurate, and complete.
6. No Viruses: The User represents and warrants that it will not upload or transmit any viruses, Trojan horses, or other malicious code through the SaaS service.
7. Accredited Investor. All Users who are investors must execute an “Accredited Investor Questionnaire” and confirm and identify themselves as Investors to execute an Accredited Investor Questionnaire. We have designed the questionnaire to make Investors think about whether they really are accredited and sophisticated, but we do not verify the representations they make.
8. Representation of User ID: The User represents and warrants that the User ID chosen and used by the User does not infringe on the rights of any third party and that the User has obtained any necessary authorization to use such User ID.
9. Representation of Password Confidentiality: The User represents and warrants that the User shall be solely responsible for maintaining the confidentiality of its password and will not share or disclose it to any third party.
10. Representation of Accurate Registration Information: The User represents and warrants that the registration information provided to the company is true, correct, and complete and that the User will update such information as needed to ensure its continued accuracy.
11. Representation of Professional Conduct: The User represents and warrants that the User shall conduct themselves in a professional manner in all interactions with the company and other Users of the company's services.
12. Covenant of Compliance with 8vdX Code of Conduct: The User covenants and agrees not to violate the Community Rules of 8vdX, as defined in Section 21 (Definitions) of the Agreement.
13. Covenant of No Expectation of Evaluation or Recommendation: The User covenants and agrees not to expect 8vdX to evaluate, confirm, or otherwise stand behind any User's statements or recommend any investment.
14. Covenant of No Treating of Content as Recommendation: The User covenants and agrees not to treat any Content, email, or other information received as a result of access to the Services as a recommendation or representation of any kind by 8vdX, an affiliate of 8vdX, or any employee, officer, director, representative, or other agent of the company, on which they should rely unless such information has been expressly identified as created by a Company Person.
15. Covenant of No Proprietary Claims: The User covenants and agrees not to claim any ownership or other proprietary right in any material, software, or other intellectual property displayed on, published by, or otherwise available through 8vdX, other than Content, software, or intellectual property that the User owns or otherwise has rights to without regard for its appearance on 8vdX.
16. Covenant of No Distribution of Content: The User covenants and agrees not to copy or distribute Content except as specifically allowed in this Agreement.
17. Covenant of No Commercial or Investment Use: The User covenants and agrees not to use any Content, or other information acquired from Company Persons, Investors, or Entrepreneurs, or otherwise through the use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company.
18. Covenant of No Access to Source Code: The User covenants and agrees not to claim any right to access, view, or alter any source code or object code of 8vdX.
19. Covenant of No Marketing of Investment Services: The User covenants and agrees not to use 8vdX to market services, particularly investment advisory services that might cause 8vdX to have to register as a broker dealer or investment advisor with the SEC, or to be treated as an underwriter.
20. Covenant of No Marketing of Competing Services: The User covenants and agrees not to market competing services to people they've identified through 8vdX.
21. User Acknowledgment of No Liability for Account Termination: By using the Services, the User acknowledges and agrees that the Company shall not be liable to any person for any claim arising from the termination of an account, disabling of access to, or removal of any Content, including material that the Company believes in its sole discretion to violate this Agreement, regardless of whether the material is ultimately determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling reduces the value of any Content or opportunities that may have been available to the User. The User also acknowledges and agrees that notice to them through an email to the email address provided in their profile is considered reasonable efforts to notify them of any removal or disabling, if such notice is required.
22. Covenant of User Submissions: The User covenants and agrees that the Services may provide an opportunity to participate in blogs, message boards, and other functionalities and to submit, post, transmit, publish, or distribute Content to the Company or through the Services. Any material the User transmits to the Company or through the Services will be treated as non-confidential and non-proprietary. By submitting, posting, transmitting, publishing, or distributing any comments, feedback, suggestions, ideas, forum posts, or other submissions to the Company in connection with the use of the Services, the User grants the Company a non-exclusive, worldwide, royalty-free, perpetual, transferable, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content, in whole or in part, in any form, media, or technology known or later developed. The User should also refer to the company's Privacy & Cookies Policy for more information.


9. User Covenants


1. Waiver of Moral Rights: To the extent that 8vdX is determined, for any reason, not to be the licensee of any material you have provided to us, including all rights of paternity, integrity, disclosure and withdrawal, and any other rights known as "moral rights," "artist's rights," "droit moral," or similar (collectively "Moral Rights"), you hereby ratify and consent to any action taken with respect to such Moral Rights by or authorized by 8vdX and agree not to assert any Moral Rights with respect thereto. You further agree to confirm any such ratifications, consents, and agreements as requested by the Company.
2. No Compensation: User acknowledges that 8vdX is not obligated to pay you or any other party compensation for your activities on 8vdX or for featuring or displaying your Content.
3. No Monitoring or Editing: user acknowledges that 8vdX is not responsible for monitoring or editing the Services, including any Content that may be offensive or misleading, and waive any objections or claims related to such Content.
4. Right to Publish: By submitting Content to 8vdX, the user grants 8vdX a non-exclusive, worldwide, royalty-free, perpetual, and sublicensable license to use, reproduce, distribute, display, and perform the Content in connection with the Services. The user confirms that they have the right to grant this license and that their Content does not infringe any third-party rights. The user should only provide Content that they are comfortable sharing with others.
5. Limited Support and Updates: You understand and agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons, patches, enhancements or fixes for the Services (collectively "Updates"). 8vdX may, at its discretion, provide automatic Updates to the Services without notice. Any such Updates to the Services shall become part of the Services and subject to this Agreement.
6. Search Engine and Robot Restrictions: If you operate, manage or control a search engine or robot, or republish a significant portion of 8vdX Content, you must comply with the following rules: 1. Use a descriptive user agent header, 2. Follow robots.txt at all times, 3. Clearly indicate how to contact you, either in your user agent string or on your website.
7. API Use: the Company may make available one or more APIs for interacting with the Services. Use of any 8vdX API is subject to this Agreement and the 8vdX API Rules, which will be posted before we make these APIs available and will become part of this Agreement.


10. Requirements related to Content on 8vdX.


1. The User covenants and agrees that they will only provide 8vdX with Content that they have the legal right to provide and allow 8vdX to display through the Services.
2. The User covenants and agrees that they have adequate rights, including but not limited to copyrights, trademarks, trade secrets, and intellectual property rights, to all material provided by the User for display, publication, or use by 8vdX.
3. The User covenants and agrees that they understand that any Content found on or through 8vdX that is not originated by the User is the sole responsibility of the person who originated such Content.
4. The User covenants and agrees that they understand that their Content may be republished and that if they do not have the legal right to submit Content for such use, it may subject them to liability, and that 8vdX will not be responsible or liable for any use of their Content by 8vdX in accordance with this Agreement.
5. The User covenants and agrees that they are not relying on 8vdX to endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services.
6. The User covenants and agrees that they understand that by using the Services, they may be exposed to Content that might be offensive, harmful, inaccurate, or otherwise inappropriate, and that they have no claim against 8vdX for any such material.
7. The User covenants and agrees that they understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and they have no claim against 8vdX for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services.


11. Indemnity. The User agrees to indemnify and hold the Company, its affiliates, and their respective directors, officers, employees, agents, and assigns harmless from and against any and all claims, damages, losses, liabilities, suits, actions, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the User's use of the Services, including but not limited to any breach of this Agreement by the User, infringement of intellectual property rights of any person or entity, or any Content posted through the service by the User that results in claims related to defamation, invasion of privacy, or other violation of a person's rights, or any violation of any applicable laws or regulations. The User agrees to fully cooperate in the defence of any claim and the Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User and the User shall not settle any matter without the written consent of the Company. This indemnification obligation shall survive any termination of the User's account or the Services.


12. Release: By using the Services, you release and discharge 8vdX and any Company Person from any and all claims, demands, damages, losses, liabilities, and causes of action that are in any way related to the Services or your use of Content, including any representations, recommendations or referrals you may receive as a result of your registration with 8vdX. You acknowledge and agree that you are solely responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and third-party partners.


13. Privacy and Protection of private Information. At 8vdX, we take your privacy seriously. Our Privacy & Cookies Policy outlines how we collect and use information about you through our Services. This policy may be amended at any time by 8vdX, and your continued use of our Services following any changes indicates your acceptance of the updated policy. If you are a paying subscriber, the terms of our Data Processing Addendum will also apply to the processing of any Personal Data in relation to the provision of our Services. By agreeing to our Terms of Service, you are also agreeing to the terms outlined in the Data Processing Addendum.


14. Company's Disclaimers


1. Due Diligence Disclaimer: The Company is not responsible for conducting background checks on users you meet through 8vdX or verifying any information provided by other users to you.
2. Accreditation Verification Disclaimer: The Company is not responsible for verifying that any Investor is accredited, qualified, or otherwise authorized or appropriate to invest in you, or for determining whether any use of 8vdX constitutes a general solicitation of securities under the securities laws of the United States, or the laws of any state or other jurisdiction, including foreign jurisdictions.
3. Investment Recommendation Disclaimer: 8vdX does not recommend any startups for investment, endorse their fitness for investment, or verify or claim the accuracy of information provided by startups on the Platform or in our emails. We do not act as an investment adviser to any Investor(s) and no part of this Platform is intended to constitute investment advice.
4. Confidentiality Disclaimer: We are not obligated to maintain the confidentiality of any Content you give us, other than Locked Information, and with respect to Locked Information, we are not obligated to protect it other than by designating it as such.
   Intellectual Property Rights Disclaimer: The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.
5. Disclaimer on Completeness, Accuracy, Timeliness, Security or Reliability: the Company makes no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content thereon or any content you receive as a result of your relationship with the Company. The Company will not be responsible or liable for any harm to your computer system, loss of data or other harm that results from your access to or use of the Services or any Content. You also agree that the Company has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services.
6. Business Opportunities Disclaimer: In the event that the Company invests in any business, we are not obligated to make that investment opportunity available to anyone else.
7. Content Endorsement Disclaimer: The Company does not control or endorse the Content, messages or information found in the Services or external websites that may be linked to or from 8vdX and, therefore, the Company specifically disclaims any responsibility with regard thereto.
8. Content Display Disclaimer: The Company has no obligation to accept, display, review, verify, monitor or maintain any Content submitted by users, user forum posts, commentary, ratings or compliments (“Comments”). We have the right to delete Content or Comments from the Services without notice for any reason at any time. The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability. Notwithstanding the forgoing rights, the Company reserves the right to treat Content provided by users and Comments as content stored at the direction of users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable Content restrictions when violations are brought to the Company's attention.
9. Advertising Accuracy Disclaimer: The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. The Company is not responsible for the illegality or any error, inaccuracy or problem in an advertiser's or sponsor's Content.
10. Technical Malfunction Disclaimer: The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or media players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to your or to any other person's computer, mobile phone or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software.


15. Confidentiality. Users shall keep the Platform and all information related to the Platform strictly confidential and shall not disclose such information to any third party without the prior written consent of the Company.


16. Disclaimer of Warranties. User understands and agrees that access to and use of the Services and Platform is at your sole risk and provided "as is" without any warranties of any kind, express or implied, including, but not limited to, warranties of title or implied warranties of non-infringement, merchantability, or fitness for a particular purpose (except only to the extent prohibited under the laws applicable to terms of service with any legally required warranty period to the shorter of thirty days from first use or the minimum period required). Neither the Company nor its affiliates or subsidiaries, or any of their directors, employees, agents, attorneys, third-party content providers, distributors, licensees or licensors (collectively, "Company Parties") warrant that the Services will be uninterrupted, bug-free, or error-free.


17. Limitation of Liability: To the fullest extent permitted by law, the Company Parties shall not be liable for any direct, indirect, incidental, special, exemplary, punitive, or consequential damages in any way whatsoever arising out of the use of, or inability to use, the Services or otherwise in connection with this agreement. You further specifically acknowledge that the Company Parties are not liable, and you agree not to seek to hold the Company Parties liable, for the conduct of third parties, including other users of the Services and operators of external websites, and that the risk of the Services and external websites and of injury from the foregoing rests entirely with you.


18. No Responsibility for Loss or Damage: Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any content or personal injury or death, resulting from anyone's use of the Services, any Content or third party applications, software or content posted on or through the Services or transmitted to users or any interactions between users of the Services, whether online or offline. UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.


19. Term and Termination. These Terms shall be effective upon User's acceptance of these Terms and shall continue until terminated by either party. The Company may terminate this Agreement at any time, particularly if User is suspected of violating/breaching any provision of this Agreement.


20. Governing Law. These Terms shall be governed by and construed in accordance with the laws of Delaware, without giving effect to any principles of conflicts of law.


21. Miscellaneous


1. Jurisdiction and Compliance with Local Laws: The Company operates and controls the Services from its offices in the United . The Company makes no representation that the Services are appropriate or available in other locations. If you access the Services from a location outside of the United States, you do so on your own initiative and are responsible for compliance with all local laws and regulations, if and to the extent local laws are applicable.
   Export Control Restrictions: Certain information provided by Entrepreneurs or Investors may be subject to U.S. export controls. It is prohibited to download, export or re-export any materials provided through the Services (i) into (or to a national or resident of) any country to which the United States has embargoed goods, including Cuba, Iraq, North Korea, Iran, Syria or any other country; or (ii) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List. By accessing the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
2. Injunctive Relief: User acknowledges that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, and that any violation or potential violation of this Agreement may cause irreparable harm to the Company that cannot be fully compensated by monetary damages. Therefore, it is agreed that the Company shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such violation or potential violation, without the need to post any bond or surety. User further agrees to waive any right to seek injunctive or other equitable relief, and agree to limit your claims to claims for monetary damages, if any.
3. Amendments to this Agreement: The Company reserves the right to amend this Agreement at any time in its sole discretion, by posting the amended Agreement on the website or by communicating the changes through any written or other contact method established with you. Your continued use of the Services after any such amendment is published will constitute your acceptance of the revised Agreement. This Agreement may not be modified by any course of conduct or trade practice.
4. Entire Agreement. These Terms constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.
5. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed.
6. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision shall be interpreted to effect and intent of the original provision, and the remaining provisions of this Agreement shall remain in full force and effect.
7. Section Headings: The section headings used in this agreement are for convenience only and will not affect the interpretation of the agreement.
8. Verification: You agree to provide any necessary documentation upon request to verify compliance with this agreement.
9. Waiver of Execution Defences: You waive any defences based on the electronic form of this agreement or the lack of signing.
10. Prohibition of Assignment: You may not assign this agreement without the Company's prior written consent.
11. Statute of Limitations: Any claim or cause of action arising from the use of the Services must be filed within one year.
12. No Third Party Beneficiaries: This agreement is between you and the Company only and does not grant rights to any third party.


22. Definitions



Accredited investor – as defined at https://www.sec.gov/education/capitalraising/building-blocks/accredited-investor from time to time.


Data Processing Addendum



This Data Processing Addendum ("Addendum") forms part of the Terms and Conditions ("Agreement") between Big Tree Finance, Inc. (dba “8vdX”) (the "Company") and the Users (the "Data Subjects").



1. Definitions and Interpretation


1. "Personal Data" means any information relating to an identified or identifiable natural person as defined in applicable data protection laws.
2. Processing" means any operation or set of operations performed on Personal Data, whether or not by automated means.
3. Data Processor" means the entity that processes Personal Data on behalf of the Company.


2. Data Processing


1. The Company shall process Personal Data in accordance with applicable data protection laws and regulations.
2. The Company shall implement appropriate technical and organizational measures to ensure the security of the Personal Data.
3. The Company shall not share or disclose Personal Data to third parties without the express consent of the Data Subjects, except as required by law.


3. Data Subjects' Rights


1. Data Subjects have the right to access, rectify, erase, or restrict the processing of their Personal Data, in accordance with applicable laws.
2. Data Subjects may exercise their rights by contacting the Company at hello@8vdx.com.


4. Subprocessors


1. The Company may engage subprocessors to carry out specific processing activities. The Company shall enter into written agreements with subprocessors, ensuring they comply with obligations equivalent to those set out in this Addendum.


5. Breach Notification


1. In the event of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data, the Company shall notify the Data Subjects without undue delay.


6. Miscellaneous


1. This Addendum shall be governed by and construed in accordance with the laws of Delaware.
2. Any amendment to this Addendum shall be in writing and signed by both parties.