We are JKF Media LLC ("Company," "we," "us," "our"). We operate the website https://theblackpeoplesguide.com (the "Site"), the mobile application The Black People's Guide (the "App"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and JKF Media LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by admin@theblackpeoplesguide.com, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.
The Services are intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Legal Terms prior to you using the Services.
We recommend that you print a copy of these Legal Terms for your records.
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.
Your use of our Services
Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:
access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access,
solely for your personal, non-commercial use or internal business purpose.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: admin@theblackpeoplesguide.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Your submissions and contributions
Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.
You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.
When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.
This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.
You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:
confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.
Copyright infringement
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the "COPYRIGHT INFRINGEMENTS" section below.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that:(1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary;(3) you have the legal capacity and you agree to comply with these Legal Terms;(4) you are not under the age of 13;(5) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services; (6) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Services for any illegal or unauthorized purpose; and (8) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
4. USER REGISTRATION
You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
5. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
Sell or otherwise transfer your profile.
Use the Services to advertise or offer to sell goods and services.
6. USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.
7. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
8. GUIDELINES FOR REVIEWS
We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.
9. MOBILE APPLICATION LICENSE
Use License
If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.
Apple and Android Devices
The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Legal Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a "terrorist supporting" country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Legal Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Legal Terms against you as a third-party beneficiary thereof.
10. SOCIAL MEDIA
As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
11. THIRD-PARTY WEBSITES AND CONTENT
The Services may contain (or you may be sent via the Site or App) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
12. ADVERTISERS
We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
13. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
14. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy:http://theblackpeoplesguide.com/privacy-policies. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Services as quickly as is reasonably practical.
15. COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
16. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
17. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
18. GOVERNING LAW
These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and to be entirely performed within the Commonwealth of Pennsylvania, without regard to its conflict of law principles.
19. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Philadelphia, Pennsylvania. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
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Holocene buys a 10% to 20% stake in each startup while its valuation is still low. If Holocene pays little going in and gets a sizeable piece of the company, even a modest sale later can create outsized returns. If a company is acquired for $30 to $50 million, his stake can return 20 to 30 times what he put in.
With this math, Holocene is not trying to build the next billion-dollar climate company in Africa but is trying to build several worth $30 to $50 million each and sell them within three to five years.
Holocene’s portfolio is roughly 60% Southern Africa, 20% Kenya, and 20% Uganda, weighted toward energy and e-mobility, according to Romisher, with companies including Yongeza Capital, an e-mobility charging infrastructure player; ScootHero, a two-wheeler delivery company; and circular-economy retailer FARO.
Romisher argues that the African venture capital industry is exit-starved because the rest of the market has been doing the opposite. Seed and Series A valuations, he says, have been priced too high, leaving funds with paper markups and no buyers. His response is to go earlier and cheaper and to keep equity valuations down by stacking debt, grants, carbon, and asset finance so every dollar of equity does the work of five to ten.
His thesis is based on his experience before becoming an investor, as Romisher spent almost a decade as an entrepreneur, including a stint that produced one of the few climate-tech exits the continent has seen, the sale of Fenix International, an off-grid solar company that delivered solar power in East Africa, to ENGIE, a French multinational utility company, for an undisclosed amount in October 2017.
In our conversation, Romisher explains why a $3 million fund can still be run with institutional rigour, who he expects to buy these companies, and what threatens the model most.
This interview has been edited for length and clarity.
You raised $3 million for African climate-tech startups. How much did you raise at final close, and how does it compare to the target you set?
The final close was $3 million, which was our target. We were able to hit it, and the fund was always sized in a manner where we believe we can return capital. We started by asking, where do we think we can turn a dollar into three and create climate impact?
That is really the focus for us: proving that the climate sector in Africa can return commensurate capital. We have deployed most of the fund already across 11 investments. Those investments are performing well; so far, everything has gone the way we wanted.
Capital raising is always harder than one expects, especially given that it did not seem like a lot of money. But it falls into an interesting bucket in Africa, where it is a little too small for institutions and sometimes a little too big for individuals. I am really proud to say we have 32 investors, 60% of them from Southern Africa. I am proud that people with a real passion for climate stepped up and put their money into the fund, including ourselves.
Who are your investors, and what did it take to get commercial money into a relatively new asset class in an emerging market like Africa?
It takes both trust and passion. When you are raising primarily from high-net-worth individuals and family offices, most of it is about trust and personal relationships and helping people understand our investment thesis. I also want to add that just because it is a small fund does not mean it is not institutional. I have worked on much bigger things in my career, but we wanted to bring the same rigour and institutional process you would have at a $300 million fund to a $3 million fund. We just believe $3 million is where you can return capital, given the state of the ecosystem at this time.
The people who invested want to do good and do well. The point of doing good is to create positive climate impact, jobs, income upliftment, and more gender equality. But we also want to do well; if people are putting money with us, our goal is to turn a dollar into three and get them liquidity. It takes trust, it takes professional rigour even for small ticket sizes, and it takes a belief that we can both do good and do well.
You mentioned $8 of follow-on capital for every $1 you invest. Is that across the entire portfolio, or just a few standout companies? How does your follow-on policy work?
Our goal is to be the first investor, at least the first institutional investor, in most of our companies. That comes from a belief that in order to return capital, we need to get in early, at valuations that make sense, and find that commercial moment. Most of our companies are post-revenue. We feel like there is a fire starting to burn, and our goal is to push that fire into a full-fledged inferno. That is what venture capital is about: finding the moment when you are not buying the future growth; you are buying the opportunity to push something to the next level of scale.
Of our 11 portfolio companies, four have now raised follow-on capital. To be clear, in climate tech, you do not need to raise tons of equity. If you are smart about how you build, you can raise off-balance-sheet debt, think about asset finance, and use grants effectively. One dollar of our capital is leading to at least eight dollars of follow-on. But I want to be clear that follow-on is not the metric we should focus on. It is really about capital efficiency, unit economics that make sense, and realising exits at valuations where companies can be sold. Those are the most important metrics.
What is your typical first cheque size and target ownership?
Our ideal investment profile is generally a two-to-three-person team that has been working at something for at least two to three years, has put in some of their own cash, and is post-revenue, with anywhere between $50,000 and $200,000 of trailing 12-month revenue. They have proven there is something commercially happening and shown they are willing to put in the hard work.
Our initial ticket is somewhere between $100,000 and $200,000. We then work with teams extensively; our model is very much focused on post-investment value creation, working with teams for at least 12 months after we invest, helping build out the commercial piece. We are happy to follow on with another $100,000 to $200,000 if things are working well and they need capital.
Our average founder is 35 to 50 years old, passionate about something, post-revenue, has been at it for two or three years, and has something commercial starting to bubble. We put in $100,000 to $200,000, work with them with another $100,000 to $200,000 available, and our goal is to end up with a stake somewhere between 10 and 20% at a valuation we believe can deliver a 20 to 30x return multiple while still allowing an exit. We are really solving for $30 to $50 million exits, so the entry valuations have to make sense.
Climate businesses are typically capital-heavy and take time to scale. Why anchor your fund at pre-Series A, the earliest and least proven stage, rather than coming in after the risk has been reduced?
There are two things. One is that we do not believe the ecosystem is moving fast enough, and there are not enough climate solutions being generated, because there is no early-stage capital. You cannot have innovation without early-stage capital, so it is a missing link in the market. With Africa set to double in population and consume during our lifetime, if we do not get the climate space going now, we will be too late as the continent grows. There is a necessary additionality in the market.
Secondly, because no one is down here, we think we can find great value. I would much rather come in a bit early and take some commercial risk, knowing that my job is to help grow the company and de-risk it, at a valuation where I can get a 20 or 30x multiple and still build towards an exit. There is a problem in the market now where seed and Series A valuations are too high, and thus, there are no exits. I would rather come in early at a valuation commensurate with the stage, de-risk the investment, and still know I can get a 30x on a $20, $30, or $40 million exit. Our exits in climate do not have to be hundreds of millions of dollars for our fund to do well.
This is what venture capital is all about: finding the best entrepreneurs who are passionate about a space, who are at that critical commercial inflexion point, and helping them galvanise the company through that point while building the systems, people, and processes so that when the business starts to go commercially, it can also scale operationally.
Can you walk me through some of the companies in your portfolio?
The portfolio now is 60% South Africa, 20% Kenya, and 20% Uganda. We are about 60% energy and e-mobility, with the remaining 40% being a climate grab bag—carbon project development, biotech, and circular economy.
One company we are really excited about is Yangeza, an e-mobility infrastructure company in Uganda. They provide the physical infrastructure for groups like Spiro, ARC Ride, Zembo, and Gogo—the two-wheeler companies. Yangeza is becoming their preferred provider to own the physical swap station and ensure riders know how to swap effectively. That is a critical part of the value chain.
Scoot Hero is a Southern African two-wheel e-mobility company. Southern Africa has not historically been a two-wheeler market, but post-COVID, we have had a real boom in e-commerce, and e-commerce needs delivery. Groups like Takealot, Amazon, and Checkers have moved towards using two-wheelers for delivery, and Scoot Hero has done an incredible job working with groups like Takealot. We believe all two-wheelers in Southern Africa should be electric within the next couple of years—the economics make sense— and ScootHero will lead that movement.
Faro takes merchandise from Europe that is going to be dumped in a landfill or burnt and sells it in Southern Africa, giving people access to brands like Hugo Boss and Calvin Klein. They keep things out of landfill and use incredible technology, including AI, to turn a store over in eight weeks.
They are doing incredibly well in revenue and are looking to raise their Series A. We are really trying to find this nexus of commercial viability, social impact, job creation, and income upliftment. I am also happy to say that 40% of our portfolio has at least a female founder or a female in a leadership position — that came simply from finding teams where the dynamic between a strong male and female founder has been beneficial for scale.
Your central theme is that impact and return go hand in hand. Have you ever had to choose between the two?
So far, we have not. We are pretty devout in that we have to find a climate-positive angle in an investment, or we will not even look at it. In e-mobility and energy, the best commercial value proposition is electric or decarbonisation, so we really have not had issues there.
Sometimes, in sectors such as agriculture, cold storage, or others we have looked at, the climate angle gets a bit blurry, but we have not invested in many of those. We try to find sectors where almost anything you do is climate-positive, and we will make numerous investments there. If a sector overall is questionable and we cannot draw a hard climate angle, we probably will not look at it too deeply. But it has not been an issue so far.
What type of support do you give to startups in your portfolio?
I was an entrepreneur for almost a decade before I became an investor, and much of becoming an investor was really becoming a financial intermediary. I still think like an entrepreneur. I love entrepreneurs; it is in my blood. I just did not see enough local entrepreneurs getting access to capital, so I felt Holocene could be that intermediary, sourcing LP capital and giving it to local founders. Our entire portfolio is local.
The part I love is post-investment support. If you talk to any of our companies, we really roll up our sleeves; we consider ourselves the confident commercial co-builder that works alongside our entrepreneurs. Most of our teams are still small, with two or three senior people doing the job of 10 or 12. Where we focus, first, is strategy—helping companies be clear on what they want to achieve over the next three, six, and 12 months.
We think of venture capital as a series of experiments and a startup as a series of untested hypotheses, so we help entrepreneurs become clear on the hypotheses they need to test and the metrics that signal success, then track them, and put advisory boards in place that hold us accountable and bring expert insight.
We do a lot of work getting the commercial engine going – sales operations, website, sales collateral, and ideal customer profiles. In the end, all our companies need to 10x their sales. Alongside that, we work on culture because when companies scale, things move faster, and if your culture is not set, it dissipates. We also do a lot of executive hiring and run that process for our entrepreneurs. We build websites and are rolling out a lot of social media work.
My background and the real value proposition of Holocene in climate is blended capital. We believe that climate companies, while asset-heavy, can have innovative capital structures that make every dollar of equity worth five to ten dollars of capital, if we think about capital as a mix of carbon, human capital, debt, grants, and other forms. We do a lot of blending to make sure these companies scale operationally and financially. And from day one, we talk to founders about how we are exiting the business and who we are exiting to. Most of our work is post-investment—the investment process highlights the key risks, and post-investment, we do our best to de-risk them.
What is the criteria to get funded by Holocene?
You have to be climate-positive, operating in Africa, and a local founder or, if not a local founder, someone who has shown they are committed to Africa. I was born in America, but I have been here for half my professional career, so I consider myself as African as anyone. We want to invest in people dedicated and devoted to the continent.
We generally invest in post-revenue companies because the sales data is some of the most important data we have. We like founders who have been working on something for a couple of years, because it shows they have earned insight and are dedicated to the problem. We love male-female founding teams; that dynamic is really important. Overall, we are looking for entrepreneurs who are passionate and mildly obsessed with solving a specific problem. It is not about building a certain product or accessing a certain customer; it is about solving a problem they have dedicated their lives to.
The last piece: because we work so closely with teams. You can think of Holocene as a consulting firm that buys into companies and does a lot of work; we want to work with people who inspire us, whom we believe in, and who can teach us new things. We are going to be working elbow to elbow for at least a year after we invest. We also like to spend time in nature; it is part of the Holocene brand and how we connect with people, so we hope our entrepreneurs love nature too.
African climate tech has almost zero exit track record. Who buys these companies, and what timeline are you looking at for exits?
Through Phoenix International, I was able to go through one of the only climate-tech exits in Africa—the sale of Phoenix International to Omgy. So exits can happen. We are very realistic and smart about how we engineer for them. We believe that we are building into corporate acquisitions. Around Series A or Series B, you want to be selling your company to a corporate that can give you scale, distribution, and a lower cost of funds. Those exits will not happen at hundreds of millions of dollars—even in fintech, some of the biggest exits are $30, $50, $100 million—and that needs to happen within three to five years of initial investment, given how funds are structured.
What we are looking to do is be smart about our capital structure, keeping valuations low enough while securing capital through asset finance and grants, so that when we look to be acquired at Series A, the valuation is reasonable for a corporate to acquire. Our portfolio is 60% Southern Africa, which is very strong in private equity and M&A, but it has to be done at multiples that make sense.
The gift is that when you have assets in your capital structure, you must have good unit economics; you cannot be selling at a loss and still service debt. Most of our companies have strong unit economics, attract debt, have a strong impact, and attract grants, which lets us keep equity valuations low enough to think about a corporate acquisition around Series A. Just because it has not been done before does not mean it will not happen. We need people like Holocene willing to walk the hard road to prove the sector can work.
What is the biggest risk to Holocene delivering the returns you promised your LPs?
Probably the timeframe necessary to build these businesses. Funds are structured with a limited lifespan, which is fine because LPs need liquidity. But a lot of these businesses have historically taken one or two generations to build, and we are trying to build in five to seven years what might have taken one or two generations. You have to be deliberate, efficient, and smart, and deliberate about the exit route from day one.
I also believe grant capital is starting to dry up, and debt financing is tightening with the way global capital markets are going. We have still been able to access grants and asset finance for almost all our companies, but the market is getting tougher, and that capital is very necessary. There has been a general pullback in venture capital in Africa, and we need co-investors. Between finding the necessary capital, doing so within the fund’s timeframe, and having enough innovators willing to build — maintaining a new pipeline every year of entrepreneurs in the space — those are the key risks. The pipeline sometimes does not fill as fast as we would like because of the lack of capital and the lack of risk-taking.
If you held a microphone to African investors, what would you say?
Africa is about to double in population, urbanise, and consume. This is either a huge climate catastrophe or a massive innovation opportunity. We need more people building from the ground up and proving the model can work.
We are building a robust climate community around this because it is going to take a movement—thousands of people putting their heart, soul, and passion into building here—to turn this into a major innovation opportunity. We welcome people to join the Holocene community and to submit an application. We feel we are at the front of the wave, and more people must come along so we can prove that climate in Africa can deliver both returns and impact.
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