Last revised: August 24, 2023
Please read the following carefully. This is a legally binding agreement between you AS AN END USER (AS DEFINED BELOW) (“END USER” or “You”) and SACRA, INC. “SACRA” or “WE”). This website Terms of USE agreement, together with all amendments, and Collectively with all SACRA rules and policies, including the SACRA Privacy Policy www.sacra.com/privacy, constitute the “Agreement” between you and SACRA REGARDING YOUR ACCESS TO AND USE OF THE SACRA WEBSITE www.sacra.com (“WEBSITE”). By accessing or using the Website, you signify that you have read the Agreement and that you understand and agree to be bound by the Agreement.
THIS AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE PLATFORM. THE AGREEMENT INCLUDES INFORMATION ABOUT FUTURE CHANGES TO THE AGREEMENT, EXPORT CONTROLS, AUTOMATIC RENEWALS, LIMITATIONS OF LIABILITY, PRIVACY INFORMATION, A CLASS ACTION WAIVER, AND A RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT.
IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE OUR WEBSITE.
Anyone who accesses or uses our Website is an “End User.” The Agreement sets forth your rights and obligations as an End User with respect to your access to and use of the Website and use of any and all information or data of any kind arising from access to, or use of, the Website, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
We reserve the right, in our sole discretion, to change this Agreement (including the Privacy Policy at www.sacra.com/privacy from time to time, without prior notice. You are responsible for reviewing the Agreement regularly. Your access to any part of the Website is deemed to be your acceptance of this Agreement, and any changes thereto.
If you are accessing or using any part of the Website on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to the Agreement.
Please see our Privacy Policy at www.sacra.com/privacy for a detailed description of how we collect, use, and disclose information about our End Users.
Sacra provides research on private companies to interested readers. Website visitors can read available research and they have the option to create user accounts to access premium research and software tools.
Access to certain content on the Website requires the creation of an account. In order to register to create an account, you must be at least 18 years of age. You agree, represent, and warrant that:
You are responsible for keeping your password confidential. You must not knowingly disclose your password to any third party. Please notify us immediately of any unauthorized use of your password or if you believe that your password is no longer confidential or that there has been a breach in security of your account. We reserve the right to require that you change your password if we believe your account is no longer secure. We will not be liable for any loss or damages you may suffer as a result of someone else using your password. You must not use the username or password of any other user at any time or attempt to impersonate another user or another person who is not a user.
We will make commercially reasonable efforts to display and explain all applicable fees and prices. We may make available to you the opportunity to purchase access to content within the Website. Pricing for any offering within the Website will be as stated at the time of your order. Pricing for any offering within the Website is set in our sole discretion. Pricing modification, promotional offerings, and special pricing may be offered or made available at our sole discretion.
If you choose to make a purchase, you will be prompted to select your method of payment, enter your payment information, and confirm your purchase. By entering and submitting payment information, your represent and warrant that you have authority to use such payment method. We may terminate or suspend your access to content where we do not receive payment authorization or such authorization is cancelled. We reserve the right to collect any sales or similar taxes that may be applicable to your purchase. Separate terms and conditions may apply. All purchases and payments are non-refundable. No pricing modification, promotional offering, or special pricing shall entitle you to any adjustment of already-paid fees.
The fee and payment policy may change at any time and from time to time in our sole discretion. We may contract with one or more third parties to facilitate the processing of fees and payments.
When you cancel a subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current billing period. In order to avoid future charges, you must cancel your subscription prior to the end of your current billing period. Your subscription can be canceled using your account.
EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, YOUR SUBSCRIPTION FEE IS NONREFUNDABLE. If you cancel your subscription, you are not entitled to receive any refund or credits for the time remaining in your subscription period. Except as otherwise stated in this Agreement or as required by applicable law, you will continue to have the same access and benefits of your subscription for the remainder of the current billing period.
We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
The specific features and functionality of the Website are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Website. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Website at any time.
We make great efforts to provide accurate information on the Website. However, we disclaim—and you release us from any liability regarding—errors, inaccuracies, and omissions of the Website. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Sacra makes no guarantees whatsoever as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Website. If you believe any portion of the Website includes an error or inaccuracy, please notify us.
Certain Sacra materials provided through the Website are protected by intellectual property laws, including but not limited to U.S. copyright laws. You expressly acknowledge and agree that the content accessible through the Website that is not expressly designated as being provided by another End User is the property of Sacra and its content providers, and Sacra and its content providers retain all right, title, and interest in the content.
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Website and related materials solely for your own non-commercial use. Except as expressly provided, all rights are reserved. Nothing contained in this Agreement or on the Website shall be construed as conferring by implication, estoppels or otherwise any license or right under any patent or trademark of Sacra, or any third party.
Except as expressly permitted by the Agreement, in connection with the use of the Website, you may not:
Sacra may suspend or terminate your account and your access to and use of the Website at any time in its sole discretion and for any reason, including any breach of the Agreement, including any of the prohibitions set forth above. In such case, for the avoidance of doubt, all payments and purchases made by you prior to such termination will be non-refundable.
If you believe an End User, an End User’s posted information or content, or other content posted to or accessible through the Website poses an imminent risk of harm to a person or property, you should immediately contact local authorities and then contact Sacra. In addition, if you believe that any End User, an End User’s posted information, or other content posted to or accessible through the Website has violated the Agreement, please report your concerns to us at the contact information listed below. If you reported an issue to local authorities, we may request a copy of that report. Except as required by law, you agree that Sacra is not obligated to take action in response to any report.
Our Website may refer to physical venues, geographical sites, websites on the Internet, and/or products or services that are not under the control of or maintained by Sacra (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by Sacra of any such Third Party Properties. You acknowledge that Sacra is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that Sacra is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. Sacra does not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to on our Website, you do so at your own risk.
It is not possible to operate our Website with 100% guaranteed uptime. Sacra will make reasonable efforts to keep our Website operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of our Website. You agree that Sacra shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to our Website.
The WEBSITE AND ALL CONTENT MADE AVAILABLE ON THE WEBSITE AND FROM SACRA have been made available for general informational purposes only and are not tax advice, financial advice, legal advice or opinions, or professional advice of any kind. Before making any final decisions or implementing any financial or other strategy, you should obtain information and advice from your accountant, certified financial adviser, lawyer, and/or other trusted advisors regarding your individual circumstances.
THE WEBSITE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED, SACRA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, INCLUDING EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REGARDING (A) THE WEBSITE; AND (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
SACRA MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL OR CONTENT DISPLAYED ON OR OFFERED THROUGH THE WEBSITE IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. SACRA ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
To the maximum extent permitted by applicable law and notwithstanding any other provision of this Agreement, in no event shall SACRA or any of its affiliates or suppliers (including any of its or their partners, officers, employees, agents, contractors, successors, or assignees) be liable to you (including any of your partners, officers, employees, agents, contractors, successors, or assignees) for any DIRECT, indirect, special, incidental, exemplary, punitive, or consequential damages, whether arising in contract, equity, intended conduct, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), NOR FOR ANY damages arising from delay, loss of goodwill, loss of or damage to data, interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connectiON with the existence, access to, use of, or inability to use the website or relating to any materials, information, qualification, or recommendations on the website, even if SACRA or any of its affiliates or suppliers has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Despite the foregoing limitation of liability for damages, if a court or other tribunal of competent jurisdiction decides to award monetary damages to you for any claim or cause of action arising from the same, the amount of monetary damages for such claim or cause of action shall not exceed one hundred U.S. dollars ($100).
You agree to indemnify, defend, and hold harmless SACRA, its parents, subsidiaries, and affiliates, and its and their respective directors, officers, partners, employees, agents, contractors, successors, and assigns from and against all claims, demands, lawsuits, damages, liabilities, losses, costs, or expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements, and penalties of every kind arising from or relating to any violation of this agreement and any activity related to your use of the Website OR THE INFORMATION CONTAINED ON THE WEBSITE.
You agree that Sacra may, to the extent feasible, in its sole discretion, and without prior notice, terminate your access to or use of any portion of our Website at any time and for any reason, with or without cause. You also agree that any violation by you of the Agreement will constitute an unlawful and unfair business practice that will cause irreparable harm to Sacra for which monetary damages would be inadequate. You consent to Sacra’s obtaining any injunctive or equitable relief that Sacra deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies Sacra may have at law or in equity.
When the Agreement has been terminated, you are not entitled to a restoration of your account or any content or data posted or generated by you in connection with your use of the Website. If your access to or use of the Website has been limited, or your account has been suspended, or the Agreement has been terminated by us, you may not register a new account whether using the previous email address or a new email address or access or use the Website through an account of another User.
If the Agreement or your account has been terminated by us for the reasons stated in this Agreement, for the avoidance of doubt, all payments and purchases made by you prior to such termination will be non-refundable.
Those provisions of the Agreement that by their nature survive termination shall survive termination of the Agreement.
We expect End Users to respect the intellectual property rights of others. We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. Sacra has adopted the following policy towards copyright infringement in accordance with the Digital Millennium Copyright Act. If you believe a work protected by a U.S. copyright you own has been posted on the Website without authorization, please submit a notification alleging such infringement (“DMCA Takedown Notice”) to our copyright agent, including the following information:
Please send any DMCA Takedown Notice to:
Walter Chen
11 5th Avenue, Apt 10D
New York, NY 10003
607-592-9957
Sacra will terminate the accounts of repeat infringers.
At any time and in Sacra’s sole discretion, we may add, delete, or modify the Agreement. We will use commercially reasonable efforts to publish any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL. Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing and using the Website. All changes to the Agreement shall be effective immediately.
Access to and use of our Website are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this provision.
By accessing and using the Website, you acknowledge and agree that Sacra controls and operates all parts of the Website from its offices in the United States of America and that the Website, and the information contained on the Website, is intended for use by End Users located in the United States of America. Other countries may have laws, regulatory requirements and medical practices that differ from those in the United State of America. Unless expressly stated to the contrary, Sacra makes no representation that the Website, or the information contained on the Website, is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all material and content found on or accessible through the Website is solely directed to individuals, companies, or other entities located in the United States of America. Sacra reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Website is void where prohibited. If you access or use the Website from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Website in violation of applicable export laws and regulations.
If you access the Website from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and our Privacy Policy.
Any action related to the Agreement will be governed by the laws of the State of New York, without regard to the choice or conflicts of law provisions of any jurisdiction. You and Sacra agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to our Website or the Agreement will be exclusively in the federal or state courts of New York County, New York.
Sacra intends to resolve any and all disputes that may arise between it and its End Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to Sacra in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. Sacra shall respond within ten (10) business days with identical information from its perspective. You and a representative of Sacra shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and Sacra mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and Sacra fail to resolve the matter, you and Sacra shall seek to mediate the dispute with a neutral third party. Neither party shall seek further legal action unless such mediation fails to achieve a resolution acceptable to both parties. You agree that you will not bring or be a party to any class-action lawsuit against Sacra.
End User Data. “End User Data” means any and all information and content that is input into the Website by or on behalf of an End User. You acknowledge and agree that Sacra is not responsible for any User Data, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Sacra does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any End User Data.
End User Data Responsibilities. Sacra is not obligated to backup any End User Data and you are solely responsible for creating backup copies of your End User Data, if you desire.
Sacra’s Right to Remove Data. You agree that Sacra has the right to remove any content, including End User Data, from the Website at any time, with or without cause. Sacra also has the right to refuse, move, or block access to any material submitted on or through the Website, and to establish general practices and limits concerning use of the Website. The decision of whether or not to remove content from the Website is within Sacra’s sole and complete discretion. Sacra has no obligations, contractual or otherwise, to take or refrain from taking any action. Under no circumstances will Sacra be liable for removing or failing to remove any content.
License. You hereby grant, and you represent and warrant that you have the right to grant, to Sacra an irrevocable, perpetual, non-exclusive, royalty-free and fully-paid, worldwide license to use, reproduce, distribute, publicly display and perform, modify, adapt, prepare derivative works of, incorporate into other works, and otherwise exploit your User Data, and to grant sublicenses of the foregoing, for the purposes of providing the Website to you, for any specific purpose identified in connection with our solicitation or collection of your User Data, and as otherwise permitted by our Privacy Policy. More specifically, and without limitation, you agree that we may process your User Data to create aggregated and/or de-identified data sets used to improve the Website, including to use such data for algorithm development, machine learning, and the creation and development of other features and functionality. For the avoidance of doubt, except where limited by applicable law, this license continues even after you stop using the Website, including without limitation with respect to aggregate and/or de-identified data derived from your User Data and any residual backup copies of your User Data made in the ordinary course of our business. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Data.
Feedback. If you provide Sacra any feedback or suggestions regarding the Website (“Feedback”), you hereby assign to Sacra all rights (including all intellectual property rights) in and to the Feedback and agree that Sacra shall have the right to use such Feedback and related information in any manner it deems appropriate. Sacra will treat any Feedback you provide to Sacra as non-confidential and non-proprietary. You agree that you will not submit to Sacra any Feedback that you consider to be confidential or proprietary.
Other End Users. Each user of the Website is solely responsible for any and all of such user’s End User Data. You acknowledge and agree that we are not responsible for any End User Data and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Data and we assume no responsibility for any End User Data. The Website may provide features and functionality by which you may interact with one or more other users. You agree that, regardless of whether Sacra personnel is present or not and regardless of whether Sacra personnel intervene or not, Sacra has no obligation to restrict or prohibit your interaction with other users, and Sacra will not be responsible for any loss or damage incurred as the result of your interactions with other users. If there is a dispute between you and any other user, we are under no obligation to become involved.
Sharing of End User Information. The Website may provide information from or about users using the Website to other users. Sacra makes commercially reasonable efforts to indicate clearly when a user is using a feature that permits the sharing of information with other users (e.g., comments). Sacra does not and cannot verify all information provided by users. Sacra does not control, and makes no representations or warranties as to, the identity, character, or behavior of any user, and Sacra disclaims, and you release Sacra from, any and all liability relating thereto. Users should exercise caution and judgment when interacting with other users.
In operating our Website, Sacra does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through the Website, our mail and e-mail addresses, or in any other way. Any information or material submitted or sent to Sacra (including, but not limited to, comments, questions, feedback, data, suggestions, ideas and the like) will be deemed to be not confidential or secret. By submitting or sending information or other material to Sacra, you represent and warrant that the information is original to you and that no other party has any rights to the material.
By communicating with Sacra, including submitting, posting, or sending content to us, you grant Sacra the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into a Sacra feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any content or part thereof, or other communication to Sacra. By submitting such content, you also warrant that any "moral rights" in such content is waived.
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
No action arising out of this Agreement or your access to or use of our Website, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
If Sacra does take any legal action against you as a result of your violation of the Agreement, Sacra will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Sacra. You agree that Sacra will not be liable to you or to any third party for termination of your access to, or use of, any of our Website as a result of any violation of the Agreement or for any reason at all.
You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by Sacra. Any purported assignment lacking such consent will be void at its inception. Sacra may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on our Website.
