PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY. THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND EQUITYZEN INC. ("EQUITYZEN").
THE TERM "YOU" MEANS YOU AND ANY ENTITY OR PERSON YOU MAY LAWFULLY REPRESENT OR ADVISE IN CONNECTION WITH THE USE OF THE SERVICE, AND "YOUR" HAS THE CORRELATED MEANING.
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF ANY EQUITYZEN SERVICE OR TECHNOLOGY, INCLUDING BUT NOT LIMITED TO ALL DOMAINS AND SUBDOMAINS OF EQUITYZEN’S WEBSITE AT HTTPS://EQUITYZEN.COM (THE "SITE"), EQUITYZEN’S APPLICATION ("APPLICATION"), AND ALL OF THE ASSOCIATED SERVICES, FEATURES, CONTENT, WIDGETS, MATERIALS, AND OTHER TOOLS OFFERED BY EQUITYZEN OR THAT YOU DOWNLOAD FROM THE SITE OR APPLICATION OR FROM ANY THIRD PARTY APPLICATION STORES AUTHORIZED BY EQUITYZEN, (COLLECTIVELY WITH THE SITE AND APPLICATION, THE "SERVICE").
SUBJECT TO THESE TERMS OF USE, EQUITYZEN MAY OFFER TO PROVIDE THE SERVICE, AS DESCRIBED MORE FULLY ON THE SITE AND/OR THE APPLICATION, AND WHICH IS SELECTED BY YOU, SOLELY FOR YOUR OWN USE, AND NOT FOR THE USE OR BENEFIT OF ANY THIRD PARTY.
BY REGISTERING FOR AND/OR USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO DOWNLOADING, INSTALLING OR USING THE APPLICATION, AND VISITING OR BROWSING THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE OR APPLICATION.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained in these Terms of Use, which terms also incorporate EquityZen’s Privacy Policy, located here, and all other operating rules, policies and procedures that may be published from time to time on the Site or the Application by EquityZen, each of which is incorporated by reference and each of which may be updated by EquityZen from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by EquityZen from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
When or if you register on the Site or the Application (as more fully explained below) you will also be prompted to agree to a Confidentiality Agreement between you and EquityZen. To the extent that you accept and agree to any Confidentiality Agreement with EquityZen, that Confidentiality Agreement is also incorporated herein by reference.
If you do not acknowledge or agree with these Terms of Use, do not use or browse the Site, or download, install, or use the Application. If you do not acknowledge or agree with these Terms of Use, you must also immediately uninstall the Application and discontinue the use of the Services. Continued use of the Services signifies your continued acceptance of these terms and any changes to them.
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EquityZen may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Portions of the Service are available only to "Accredited Investors" as that term is defined by the U.S. Securities and Exchange Commission, which may be found here.
EquityZen reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Site, Application or any part of the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or Application or by sending you an email. EquityZen may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Site, Application or the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
You may browse the Site and view Content on the Site without registering, but as a condition to using certain aspects of the Site and the Application, you are required to register with EquityZen and provide EquityZen with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Site, Application and the Service). Information gathered through the registration process and information related to your account will be subject to these Terms of Use as well as to our Privacy Policy located here.
You represent and warrant that all information provided by you when registering is true, accurate, up-to-date and complete and that you will maintain, at all times, true, accurate, up-to-date, and complete information related to your registration. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your EquityZen account.
You shall not:
EquityZen reserves the right to refuse registration of, or cancel a User Name in its sole discretion.
You are solely responsible for all transactions and activities that occur on your account, whether undertaken by you or anyone or anything using the Service while using your User Name, whether authorized or unauthorized. You shall be responsible for maintaining security and confidentiality with respect to your EquityZen password and information related to your registration. EquityZen shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account. You shall also never use another user's account without such other user's express permission. You will immediately notify EquityZen in writing of any actual or suspected unauthorized use of your account, or other account related security breach of which you are aware.
To the extent applicable, when utilizing the Site, Application or the Service, you are required to use the security procedures currently or hereafter maintained by EquityZen to confirm that only authorized users have access to the Service and any account.
You specifically agree to receive and/or obtain "Communications" from EquityZen and its affiliates in "Electronic Form", rather than in paper form, and to the use of electronic signatures in our relationship with you. The term "Communications" includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding your relationship to EquityZen and/or its affiliates, including Form CRS or any other notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term "Electronic Form" includes, but is not limited to, electronic delivery of Communications posted or made available on the Site and/or through the Application, and/or sent via the e-mail address associated with the account through which you access the EquityZen platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf.
You accept Communications provided in Electronic Form as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to you in writing or in a form that you may keep. You represent that you have the appropriate personal computer or other electronic device, software, and internet connection to enable you to retain, if you so choose, any Communications that EquityZen sends in Electronic Form for your records.
If you have the legal right under any federal and/or state laws or regulations to receive a document in paper form, you may withdraw your consent to receiving that document in Electronic Form by contacting EquityZen at support@equityzen.com. A withdrawal of your consent to receive such document in Electronic Form will be effective only after we have had reasonable time to process your request.
As a condition of access and use, you promise not to access or use the Site, Application and the Service for any purpose that is prohibited by the Terms of Use. The Site, Application and the Service (including, without limitation, any associated Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. You are responsible for all of your activity in connection with the Site, Application and the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, barcodes, hyperlinks, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by EquityZen or its partners on or through the Site, Application or the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Site, Application or the Service, including without limitation any User Submission, that:
Additionally, you shall not (directly or indirectly):
You shall abide by all applicable local, state, national and international laws and regulations in your use of the Services.
To the extent that you have agreed to a Confidentiality Agreement between you and EquityZen or to otherwise keep any information, data, documents, agreement, files or other materials confidential, you are subject to the terms of any such agreement, and are prohibited from uploading, posting, submitting or otherwise distributing or facilitating distribution of any such confidential material on or through the Site, Application, any third party social media sites, or any websites and applications.
EquityZen does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site, Application or through the Service. EquityZen has no obligation to monitor the Site, Application, Service, Content, or User Submissions. However, EquityZen reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site, Application or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if EquityZen is concerned that you may have violated the Terms of Use), or for no reason at all; (ii) to remove or block any User Submissions from the Site or Application; and (iii) to suspend or terminate the right to use the Site, Application and/or the Services pursuant to this Agreement.
The Site and the Application may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site and the Application. These other websites, services and resources ("Third Party Sites") are not under EquityZen's control, and you acknowledge that EquityZen is not responsible or liable for any content, information, data, advertising, products, goods or services available on or through any such Third Party Sites ("Third Party Content"), as well as for any of the functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. The inclusion of any such link does not imply endorsement by EquityZen or any association with its operators. You further acknowledge and agree that EquityZen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Sites or Third Party Content.
You agree that your access and/or use of Third Party Sites, including but not limited Third Party Content and any other materials on or available through Third Party Sites is at your own risk and subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites.
You acknowledge and agree that any and all intellectual property rights (the "IP Rights") on the Site, in the Service and in the Application are and shall remain the exclusive property of EquityZen. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.
You acknowledge and understand that all title and rights in and to any Third Party Content that is not contained on the Site, in the Service, or in the Application, but may be accessed through the Site, Service, or the Application is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, Application or Service or any part thereof without our prior written consent.
You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Site and/or the Application by you, including but not limited to account numbers, name, date, account amount, and endorsements for the purpose of providing the Service. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with an internal guidelines or procedures.
EquityZen grants each user of the Site, Application and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to use and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from EquityZen, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
The collection, use and disclosure, if any, of information collected from you or about you by EquityZen on the Site and/or the Application is detailed in EquityZen’s Privacy Policy that can be found here. By acknowledging and agreeing to this Agreement, or by using the Site, Application or the Services, you consent to EquityZen, including its subsidiaries, affiliates, agents, third-party partners and service providers, receiving, collecting, storing, processing, transmitting, and using your information for Services functionality and for the purposes disclosed in EquityZen’s Privacy Policy.
The Site and Application provide you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site and Application (collectively, the "User Submissions"). By Submitting User Submissions on the Site, the Application or otherwise through the Service, you:
EquityZen does not endorse and has no control over any User Submission. EquityZen cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Site, Application or the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
If you download and use the EquityZen Application, the following additional terms and conditions also apply to you:
Your download and/or use of the Application is subject to acceptance without modification of these additional terms and conditions, which are incorporated into the Terms of Use by this reference.
When or if you download the Application on a mobile device owned or controlled by you ("Device"), the Terms of Use also incorporate and supplement each of the following: 1) if the Application is downloaded, installed, accessed or used on an Apple OS Device, then Apple, Inc. ("Apple") Terms and Conditions, available here, including without limitation the Licensed Application End User License Agreement therein; and 2) if the Application is downloaded, installed, accessed or used on an Android OS Device, then the Terms of Service for Google Play provided by Google LLC (Google), available here, (collectively, "OS Terms").
If you do not acknowledge or agree with these additional terms and conditions applicable to your use of the Application, do not download, install, or use the Application and, if already downloaded, immediately uninstall the Application and discontinue the use of the Services. Continued use of the Services on the Application signifies your continued acceptance of these additional terms and any changes to them.
The Application, Services and the associated software products made available to you by EquityZen are licensed, not sold, to you. Subject to these Terms, EquityZen grants you a personal, worldwide, perpetual, royalty-free, non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the Application on Device as permitted by the usage rules contained in the relevant OS Terms and in accordance with this Agreement. Any use of the Application or the Service in any other manner, including, without limitation, resale, transfer, modification or distribution of the Content is prohibited. This Agreement also governs any updates to, or supplements or replacements for, the Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply. The Application may update automatically on your Device once a new version or feature becomes available.
To the extent not mentioned above, and without waiving any of the foregoing, your grant to us a non-exclusive, perpetual, non-revocable, royalty free license to use, retain, and share information transmitted through the Application by you for the purpose of providing the Service including any such information that is transmitted through a Device, including but not limited the Device camera.
You are solely responsible for the confidentiality and security of any information sent from or stored on the Device by the Application. EquityZen shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account or Device. Users shall be solely responsible for taking precautionary steps to protect any information stored on the Device, including without limitation password-protecting the Device and employing remote-wipe feature if available.
When or if you download the Application on a Device, and if you are a registered user of the Application, we may send you push notifications to your Device as a way to deliver information, offers, alerts, updates, reminders, news, and other relevant notifications pertaining to Services, including messages, sounds, and hyperlinks to pages within the Application, or hyperlinks to pages on the Site.
A "push notification" is a message that is different from a text or Short Message Service ("SMS") message in that it is displayed outside of the Application’s normal user interface. The message will appear onscreen without you having to tap the EquityZen Application icon. EquityZen may deliver push notifications on Devices, whether or not you are currently logged in to and/or using the Application, and whether or not your Device is in locked and/or sleep mode.
Push notifications may be controlled from within the Application’s settings and at the Device’s operating system "OS" level at any time. Some Device OS may allow EquityZen to send push notifications only after you grant permission for EquityZen to do so when you first download the Application. Other Device OS will automatically opt you in to receive the push notifications when you download the Application. In any case, you can manage your push notification preferences, and choose whether EquityZen has permission to send push notifications, by managing your preferences in the Application or at the OS level settings of your Device, and you can set and reset your push notifications permissions as often as you wish. If you choose not to receive push notifications, then you will still receive certain notifications and communications related to Services via the email address associated with the account through which you access the EquityZen platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf, including Communications, as defined above. For avoidance of doubt, choosing to opt out of push notifications does not serve as an indication of your withdrawal of consent to receiving Communications in Electronic Form.
We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Site, Application or Service. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Site or the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Site, Application, or Service. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Site, Application, or Service, and any such maintenance and support services provided will be provided at our discretion.
EquityZen may terminate your access to all or any part of the Site, Application or the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site and Application. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
By virtue of your accessing the Service, EquityZen has no special relationship or fiduciary duty with you. Any relationship with EquityZen's affiliates will be governed by your written agreement with that affiliate. You acknowledge that EquityZen has no control over, and no duty to take any action regarding: which users gains access to the Site and Application; what Content you access via the Site and Application; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EquityZen from all liability for you having acquired or not acquired Content through the Site and Application. The Site and Application may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. EquityZen makes no representations concerning any Content contained in or accessed through the Site and Application, and EquityZen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site, Application or the Service.
THE SITE, APPLICATION AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EQUITYZEN, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE, APPLICATION OR THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE, APPLICATION OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE, APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE, APPLICATION OR ANY WEBSITE LINKED TO THE SITE OR APPLICATION. EquityZen will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EquityZen's equipment, transmitted over networks accessed by the Site or Application, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless EquityZen, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Application, Service, Content, Add-to Link or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. EquityZen reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EquityZen in asserting any available defenses.
IN NO EVENT SHALL EQUITYZEN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE, APPLICATION OR THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
EQUITYZEN WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU OR ANYONE ELSE IF ANY EVENT LEADING TO SUCH DAMAGES, LOSSES OR LIABILITY WOULD HAVE BEEN PREVENTED BY THE USE OF THEN AVAILABLE SECURITY FEATURES AND/OR PROCEDURES MAINTAINED BY EQUITYZEN TO CONFIRM THAT ONLY AUTHORIZED USERS HAVE ACCESS TO THE SERVICE AND/OR ANY ACCOUNT. ADDITIONALLY, YOU ARE RESPONSIBLE FOR ALL LOGIN CREDENTIALS, INCLUDING USERNAMES AND PASSWORDS. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU, OR ANYONE ELSE, IF SUCH INFORMATION IS NOT KEPT CONFIDENTIAL BY YOU, OR IF SUCH INFORMATION IS CORRECTLY PROVIDED BY AN UNAUTHORIZED THIRD-PARTY LOGGING INTO AND ACCESSING THE SITE, APPLICATION OR THE SERVICE.
Most concerns can be resolved by contacting EquityZen at support@equityzen.com. We both agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation with EquityZen, and good faith negotiations shall be a condition to either of us initiating any other process or proceeding.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EquityZen agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Choice of Law. The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America.
Arbitration. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to choice of law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act.
To the fullest extent permissible by law, except as provided under certain limited circumstances below, any dispute, controversy or claim arising from or relating to the subject matter of this Agreement, including whether the claims asserted are arbitrable, shall be finally determined and settled by arbitration in New York County, New York. The arbitration shall be administered by JAMS, using the English language, in accordance with Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property, internet and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. JAMS may be contacted at http://www.jamsadr.com/.
The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith.
Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
Exceptions. Notwithstanding the foregoing, each party shall have the right to a) institute an action in a court of proper jurisdiction for injunctive or other equitable relief; b) bring an individual action in small claims court; c) pursue an enforcement action through the applicable federal, state, or local agency if that action is available, and d) to file suit in a court of law to address an intellectual property infringement claim.
Enforceability and Jurisdiction. Without waiving any of the foregoing, if any asserted claims are deemed not arbitrable, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York.
The Terms of Use are the entire agreement between you and EquityZen with respect to the Site, Application or the Service and use of the Site and Application, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EquityZen with respect to the Site and Application. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
At EquityZen, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If an EquityZen customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of EquityZen services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the EquityZen platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
EquityZen generally allows investors who were blocked from making investments for external reasons (such as a company exercising their right of first refusal) to have advanced access to subsequent investment opportunities in the same company. Eligible Investor Account owners who have previously indicated interest in these companies may also be afforded this same access.
Investors who reserve an investment in a fully allocated offering will be added to the waitlist. If an allocation becomes available, investors will generally be contacted by EquityZen in an order determined by the date of their completed reservation. (In filling from a waitlist or in accepting investments into a deal that is expected to be oversubscribed, EquityZen may also consider other factors, including available investment capacity, proposed investment size, whether individual has transacted previously with EquityZen, and investor's ability to wire, transfer funds from an EquityZen Investor Account and otherwise not delay investment for other investors.) Eligible Investor Account owners will have improved positioning on the waitlist due to improved ability to fund investments without delays.
First time investors, investors with over five closed transactions, and eligible Investor Account owners qualify for a reduced minimum investment on eligible deals. Deal eligibility is determined by EquityZen based on a range of operational and regulatory constraints. Historically, a significant majority of offerings have been eligible for reduced minimums.
EquityZen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond EquityZen's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with EquityZen's prior written consent. EquityZen may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed by EquityZen, if transmitted to EquityZen by facsimile or e-mail or upon receipt if transmitted to you; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.
You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly.
Tell us at once if you believe your account or access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Contact us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this section may be extended for a reasonable period.
If you have any questions about ETF transactions, please email us at support@equityzen.com.
PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY. THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND EQUITYZEN INC. (“EQUITYZEN”).
THE TERM "YOU" MEANS YOU AND ANY ENTITY OR PERSON YOU MAY LAWFULLY REPRESENT OR ADVISE IN CONNECTION WITH THE USE OF THE SERVICE, AND “YOUR” HAS THE CORRELATED MEANING.
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF ANY EQUITYZEN SERVICE OR TECHNOLOGY, INCLUDING BUT NOT LIMITED TO ALL DOMAINS AND SUBDOMAINS OF EQUITYZEN’S WEBSITE AT HTTPS://EQUITYZEN.COM (THE "SITE"), EQUITYZEN’S APPLICATION (“APPLICATION”), AND ALL OF THE ASSOCIATED SERVICES, FEATURES, CONTENT, WIDGETS, MATERIALS, AND OTHER TOOLS OFFERED BY EQUITYZEN OR THAT YOU DOWNLOAD FROM THE SITE OR APPLICATION OR FROM ANY THIRD PARTY APPLICATION STORES AUTHORIZED BY EQUITYZEN, (COLLECTIVELY WITH THE SITE AND APPLICATION, THE "SERVICE").
SUBJECT TO THESE TERMS OF USE, EQUITYZEN MAY OFFER TO PROVIDE THE SERVICE, AS DESCRIBED MORE FULLY ON THE SITE AND/OR THE APPLICATION, AND WHICH IS SELECTED BY YOU, SOLELY FOR YOUR OWN USE, AND NOT FOR THE USE OR BENEFIT OF ANY THIRD PARTY.
BY REGISTERING FOR AND/OR USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO DOWNLOADING, INSTALLING OR USING THE APPLICATION, AND VISITING OR BROWSING THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE OR APPLICATION.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained in these Terms of Use, which terms also incorporate EquityZen’s Privacy Policy, located here, and all other operating rules, policies and procedures that may be published from time to time on the Site or the Application by EquityZen, each of which is incorporated by reference and each of which may be updated by EquityZen from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by EquityZen from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
When or if you register on the Site or the Application (as more fully explained below) you will also be prompted to agree to a Confidentiality Agreement between you and EquityZen. To the extent that you accept and agree to any Confidentiality Agreement with EquityZen, that Confidentiality Agreement is also incorporated herein by reference.
If you do not acknowledge or agree with these Terms of Use, do not use or browse the Site, or download, install, or use the Application. If you do not acknowledge or agree with these Terms of Use, you must also immediately uninstall the Application and discontinue the use of the Services. Continued use of the Services signifies your continued acceptance of these terms and any changes to them.
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EquityZen may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Portions of the Service are available only to “Accredited Investors” as that term is defined by the U.S. Securities and Exchange Commission, which may be found here.
EquityZen reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Site, Application or any part of the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or Application or by sending you an email. EquityZen may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Site, Application or the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
You may browse the Site and view Content on the Site without registering, but as a condition to using certain aspects of the Site and the Application, you are required to register with EquityZen and provide EquityZen with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Site, Application and the Service). Information gathered through the registration process and information related to your account will be subject to these Terms of Use as well as to our Privacy Policy located here.
You represent and warrant that all information provided by you when registering is true, accurate, up-to-date and complete and that you will maintain, at all times, true, accurate, up-to-date, and complete information related to your registration. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your EquityZen account.
You shall not:
EquityZen reserves the right to refuse registration of, or cancel a User Name in its sole discretion.
You are solely responsible for all transactions and activities that occur on your account, whether undertaken by you or anyone or anything using the Service while using your User Name, whether authorized or unauthorized. You shall be responsible for maintaining security and confidentiality with respect to your EquityZen password and information related to your registration. EquityZen shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account. You shall also never use another user's account without such other user's express permission. You will immediately notify EquityZen in writing of any actual or suspected unauthorized use of your account, or other account related security breach of which you are aware.
To the extent applicable, when utilizing the Site, Application or the Service, you are required to use the security procedures currently or hereafter maintained by EquityZen to confirm that only authorized users have access to the Service and any account.
You specifically agree to receive and/or obtain “Communications” from EquityZen and its affiliates in “Electronic Form”, rather than in paper form, and to the use of electronic signatures in our relationship with you. The term “Communications” includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding your relationship to EquityZen and/or its affiliates, including Form CRS or any other notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term “Electronic Form” includes, but is not limited to, electronic delivery of Communications posted or made available on the Site and/or through the Application, and/or sent via the e-mail address associated with the account through which you access the EquityZen platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf.
You accept Communications provided in Electronic Form as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to you in writing or in a form that you may keep. You represent that you have the appropriate personal computer or other electronic device, software, and internet connection to enable you to retain, if you so choose, any Communications that EquityZen sends in Electronic Form for your records.
If you have the legal right under any federal and/or state laws or regulations to receive a document in paper form, you may withdraw your consent to receiving that document in Electronic Form by contacting EquityZen at support@equityzen.com. A withdrawal of your consent to receive such document in Electronic Form will be effective only after we have had reasonable time to process your request.
As a condition of access and use, you promise not to access or use the Site, Application and the Service for any purpose that is prohibited by the Terms of Use. The Site, Application and the Service (including, without limitation, any associated Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. You are responsible for all of your activity in connection with the Site, Application and the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, barcodes, hyperlinks, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by EquityZen or its partners on or through the Site, Application or the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Site, Application or the Service, including without limitation any User Submission, that:
Additionally, you shall not (directly or indirectly):
You shall abide by all applicable local, state, national and international laws and regulations in your use of the Services.
To the extent that you have agreed to a Confidentiality Agreement between you and EquityZen or to otherwise keep any information, data, documents, agreement, files or other materials confidential, you are subject to the terms of any such agreement, and are prohibited from uploading, posting, submitting or otherwise distributing or facilitating distribution of any such confidential material on or through the Site, Application, any third party social media sites, or any websites and applications.
EquityZen does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site, Application or through the Service. EquityZen has no obligation to monitor the Site, Application, Service, Content, or User Submissions. However, EquityZen reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site, Application or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if EquityZen is concerned that you may have violated the Terms of Use), or for no reason at all; (ii) to remove or block any User Submissions from the Site or Application; and (iii) to suspend or terminate the right to use the Site, Application and/or the Services pursuant to this Agreement.
The Site and the Application may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site and the Application. These other websites, services and resources (“Third Party Sites”) are not under EquityZen's control, and you acknowledge that EquityZen is not responsible or liable for any content, information, data, advertising, products, goods or services available on or through any such Third Party Sites (“Third Party Content”), as well as for any of the functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. The inclusion of any such link does not imply endorsement by EquityZen or any association with its operators. You further acknowledge and agree that EquityZen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Sites or Third Party Content.
You agree that your access and/or use of Third Party Sites, including but not limited Third Party Content and any other materials on or available through Third Party Sites is at your own risk and subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites.
You acknowledge and agree that any and all intellectual property rights (the “IP Rights”) on the Site, in the Service and in the Application are and shall remain the exclusive property of EquityZen. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.
You acknowledge and understand that all title and rights in and to any Third Party Content that is not contained on the Site, in the Service, or in the Application, but may be accessed through the Site, Service, or the Application is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, Application or Service or any part thereof without our prior written consent.
You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Site and/or the Application by you, including but not limited to account numbers, name, date, account amount, and endorsements for the purpose of providing the Service. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with an internal guidelines or procedures.
EquityZen grants each user of the Site, Application and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to use and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from EquityZen, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
The collection, use and disclosure, if any, of information collected from you or about you by EquityZen on the Site and/or the Application is detailed in EquityZen’s Privacy Policy that can be found here. By acknowledging and agreeing to this Agreement, or by using the Site, Application or the Services, you consent to EquityZen, including its subsidiaries, affiliates, agents, third-party partners and service providers, receiving, collecting, storing, processing, transmitting, and using your information for Services functionality and for the purposes disclosed in EquityZen’s Privacy Policy.
The Site and Application provide you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site and Application (collectively, the "User Submissions"). By Submitting User Submissions on the Site, the Application or otherwise through the Service, you:
EquityZen does not endorse and has no control over any User Submission. EquityZen cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Site, Application or the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
If you download and use the EquityZen Application, the following additional terms and conditions also apply to you:
Your download and/or use of the Application is subject to acceptance without modification of these additional terms and conditions, which are incorporated into the Terms of Use by this reference.
When or if you download the Application on a mobile device owned or controlled by you (“Device”), the Terms of Use also incorporate and supplement each of the following: 1) if the Application is downloaded, installed, accessed or used on an Apple OS Device, then Apple, Inc. (“Apple”) Terms and Conditions, available here, including without limitation the Licensed Application End User License Agreement therein; and 2) if the Application is downloaded, installed, accessed or used on an Android OS Device, then the Terms of Service for Google Play provided by Google LLC (Google), available here, (collectively, “OS Terms”).
If you do not acknowledge or agree with these additional terms and conditions applicable to your use of the Application, do not download, install, or use the Application and, if already downloaded, immediately uninstall the Application and discontinue the use of the Services. Continued use of the Services on the Application signifies your continued acceptance of these additional terms and any changes to them.
The Application, Services and the associated software products made available to you by EquityZen are licensed, not sold, to you. Subject to these Terms, EquityZen grants you a personal, worldwide, perpetual, royalty-free, non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the Application on Device as permitted by the usage rules contained in the relevant OS Terms and in accordance with this Agreement. Any use of the Application or the Service in any other manner, including, without limitation, resale, transfer, modification or distribution of the Content is prohibited. This Agreement also governs any updates to, or supplements or replacements for, the Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply. The Application may update automatically on your Device once a new version or feature becomes available.
To the extent not mentioned above, and without waiving any of the foregoing, your grant to us a non-exclusive, perpetual, non-revocable, royalty free license to use, retain, and share information transmitted through the Application by you for the purpose of providing the Service including any such information that is transmitted through a Device, including but not limited the Device camera.
You are solely responsible for the confidentiality and security of any information sent from or stored on the Device by the Application. EquityZen shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account or Device. Users shall be solely responsible for taking precautionary steps to protect any information stored on the Device, including without limitation password-protecting the Device and employing remote-wipe feature if available.
When or if you download the Application on a Device, and if you are a registered user of the Application, we may send you push notifications to your Device as a way to deliver information, offers, alerts, updates, reminders, news, and other relevant notifications pertaining to Services, including messages, sounds, and hyperlinks to pages within the Application, or hyperlinks to pages on the Site.
A “push notification” is a message that is different from a text or Short Message Service (“SMS”) message in that it is displayed outside of the Application’s normal user interface. The message will appear onscreen without you having to tap the EquityZen Application icon. EquityZen may deliver push notifications on Devices, whether or not you are currently logged in to and/or using the Application, and whether or not your Device is in locked and/or sleep mode.
Push notifications may be controlled from within the Application’s settings and at the Device’s operating system “OS” level at any time. Some Device OS may allow EquityZen to send push notifications only after you grant permission for EquityZen to do so when you first download the Application. Other Device OS will automatically opt you in to receive the push notifications when you download the Application. In any case, you can manage your push notification preferences, and choose whether EquityZen has permission to send push notifications, by managing your preferences in the Application or at the OS level settings of your Device, and you can set and reset your push notifications permissions as often as you wish. If you choose not to receive push notifications, then you will still receive certain notifications and communications related to Services via the email address associated with the account through which you access the EquityZen platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf, including Communications, as defined above. For avoidance of doubt, choosing to opt out of push notifications does not serve as an indication of your withdrawal of consent to receiving Communications in Electronic Form.
We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Site, Application or Service. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Site or the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Site, Application, or Service. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Site, Application, or Service, and any such maintenance and support services provided will be provided at our discretion.
EquityZen may terminate your access to all or any part of the Site, Application or the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site and Application. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
By virtue of your accessing the Service, EquityZen has no special relationship or fiduciary duty with you. Any relationship with EquityZen's affiliates will be governed by your written agreement with that affiliate. You acknowledge that EquityZen has no control over, and no duty to take any action regarding: which users gains access to the Site and Application; what Content you access via the Site and Application; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EquityZen from all liability for you having acquired or not acquired Content through the Site and Application. The Site and Application may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. EquityZen makes no representations concerning any Content contained in or accessed through the Site and Application, and EquityZen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site, Application or the Service.
THE SITE, APPLICATION AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EQUITYZEN, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE, APPLICATION OR THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE, APPLICATION OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE, APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE, APPLICATION OR ANY WEBSITE LINKED TO THE SITE OR APPLICATION. EquityZen will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EquityZen's equipment, transmitted over networks accessed by the Site or Application, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless EquityZen, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Application, Service, Content, Add-to Link or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. EquityZen reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EquityZen in asserting any available defenses.
IN NO EVENT SHALL EQUITYZEN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE, APPLICATION OR THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
EQUITYZEN WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU OR ANYONE ELSE IF ANY EVENT LEADING TO SUCH DAMAGES, LOSSES OR LIABILITY WOULD HAVE BEEN PREVENTED BY THE USE OF THEN AVAILABLE SECURITY FEATURES AND/OR PROCEDURES MAINTAINED BY EQUITYZEN TO CONFIRM THAT ONLY AUTHORIZED USERS HAVE ACCESS TO THE SERVICE AND/OR ANY ACCOUNT. ADDITIONALLY, YOU ARE RESPONSIBLE FOR ALL LOGIN CREDENTIALS, INCLUDING USERNAMES AND PASSWORDS. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU, OR ANYONE ELSE, IF SUCH INFORMATION IS NOT KEPT CONFIDENTIAL BY YOU, OR IF SUCH INFORMATION IS CORRECTLY PROVIDED BY AN UNAUTHORIZED THIRD-PARTY LOGGING INTO AND ACCESSING THE SITE, APPLICATION OR THE SERVICE.
Most concerns can be resolved by contacting EquityZen at support@equityzen.com. We both agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation with EquityZen, and good faith negotiations shall be a condition to either of us initiating any other process or proceeding.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EquityZen agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Choice of Law. The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America.
Arbitration. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to choice of law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act.
To the fullest extent permissible by law, except as provided under certain limited circumstances below, any dispute, controversy or claim arising from or relating to the subject matter of this Agreement, including whether the claims asserted are arbitrable, shall be finally determined and settled by arbitration in New York County, New York. The arbitration shall be administered by JAMS, using the English language, in accordance with Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property, internet and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. JAMS may be contacted at http://www.jamsadr.com/.
The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith.
Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
Exceptions. Notwithstanding the foregoing, each party shall have the right to a) institute an action in a court of proper jurisdiction for injunctive or other equitable relief; b) bring an individual action in small claims court; c) pursue an enforcement action through the applicable federal, state, or local agency if that action is available, and d) to file suit in a court of law to address an intellectual property infringement claim.
Enforceability and Jurisdiction. Without waiving any of the foregoing, if any asserted claims are deemed not arbitrable, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York.
The Terms of Use are the entire agreement between you and EquityZen with respect to the Site, Application or the Service and use of the Site and Application, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EquityZen with respect to the Site and Application. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
At EquityZen, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If an EquityZen customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of EquityZen services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the EquityZen platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
EquityZen generally allows investors who were blocked from making investments for external reasons (such as a company exercising their right of first refusal) to have advanced access to subsequent investment opportunities in the same company. Eligible Investor Account owners who have previously indicated interest in these companies may also be afforded this same access.
Investors who reserve an investment in a fully allocated offering will be added to the waitlist. If an allocation becomes available, investors will generally be contacted by EquityZen in an order determined by the date of their completed reservation. (In filling from a waitlist or in accepting investments into a deal that is expected to be oversubscribed, EquityZen may also consider other factors, including available investment capacity, proposed investment size, whether individual has transacted previously with EquityZen, and investor's ability to wire, transfer funds from an EquityZen Investor Account and otherwise not delay investment for other investors.) Eligible Investor Account owners will have improved positioning on the waitlist due to improved ability to fund investments without delays.
First time investors, investors with over five closed transactions, and eligible Investor Account owners qualify for a reduced minimum investment on eligible deals. Deal eligibility is determined by EquityZen based on a range of operational and regulatory constraints. Historically, a significant majority of offerings have been eligible for reduced minimums.
EquityZen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond EquityZen's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with EquityZen's prior written consent. EquityZen may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed by EquityZen, if transmitted to EquityZen by facsimile or e-mail or upon receipt if transmitted to you; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
We have partnered with Synapse, a financial services software company, to provide financial services for the EquityZen Investor Account (“Investor Account”). By signing up for an Investor Account and initiating bank deposits or withdrawals (i.e. Electronic Fund Transfers, or EFTs), you agree to the Terms of Service and Privacy Policy of Synapse as well as the Privacy Policy and Deposit Agreement of Synapse’s financial institution partner, Evolve Bank & Trust, Member FDIC, (together the “Synapse Terms”) who provide banking services. The Synapse Terms are incorporated by reference and terms not defined in this section shall have the meanings defined in the SynapseFI Terms.
When you sign up for an Investor Account, you will also be signing up for a Synapse Deposit Account (as defined in Synapse Terms). You authorize us to share your identity and banking information with Synapse to open and support your Deposit Account as further detailed in our Privacy Policy and Synapse’s Privacy Policy. It is your responsibility to make sure the data you provide us is accurate and complete. Additionally, you are responsible for complying with Synapse Terms when using your Deposit Account. It is your responsibility to read and understand Synapse Terms as it contains terms and conditions relating to your Synapse Deposit Account including, but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitrations provisions.
When you open a Synapse Deposit Account, you will link a checking or savings account to perform EFT and, if applicable, deposit funds into your Synapse Deposit Account. Deposits into your Deposit Account are held at Synapse’s financial institution partner, Evolve Bank & Trust, Member FDIC (“Evolve Bank”). Deposits held in a Deposit Account may be eligible for insurance by the Federal Deposit Insurance Corporation (“FDIC”) on a per user basis depending on the rules and limitations set forth by the FDIC. For purposes of applicable FDIC deposit insurance limitations, deposits in accounts at Evolve Bank opened through Synapse may not be separately insured from any other accounts you may have opened with Evolve Bank, depending on the named account owners.
All EFT transactions are performed by and deposits are held by Evolve Bank. EquityZen and Synapse only transmit transaction instructions to Evolve Bank. EquityZen will provide you with all transaction notifications and Deposit Account balances in addition to providing customer support relating to your Synapse Deposit Account as detailed below. You will receive a transaction receipt after each transfer of funds as well as monthly statements on or near the 11th of each month. If no transactions have been made and your account balance is zero, you will receive statements quarterly.
There are no fees associated with opening or closing the account, no minimum account balance and no monthly service charge. While there are no minimum or maximum balance requirements, an account with a zero (0) balance for nine (9) continuous months will be subject to closure. Withdrawals are limited to 6 per statement period. Withdrawals and deposits will be subject to weekly, monthly and yearly limits, currently $250,000 / week, $500,000 /month and $1,000,000 / year. EquityZen reserves the right to cancel or suspend transactions due to fraud or compliance related concerns.
Users who qualify for enhanced access will (i) be able to invest with a reduced minimum of $10,000 in eligible deals, (ii) gain early access to high-demand deals and (iii) benefit from greater waitlist prioritization. To qualify for enhanced access users must maintain a balance of $50,000. Users can count up to $40,000 of completed transactions against this amount. For example, a user with $100,000 of completed transactions would have to maintain at least $10,000 in their account to qualify. EquityZen reserves the right to update these qualification limits at any time.
All questions regarding EFT transactions or your Investor Account must be directed to support@equityzen.com and not to Synapse or Evolve Bank. EquityZen is responsible for resolving issues and errors relating to transactions and account balances. If you wish to make a financial service complaint against EquityZen, or to report a complaint relating to the banking services, email help@synapsefi.com.
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.
You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly.
Tell us at once if you believe your account or access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Contact us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this section may be extended for a reasonable period.
PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY EQUITYZEN INC ("EQUITYZEN"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTPS://EQUITYZEN.COM (THE "SITE") AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY EQUITYZEN (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY REGISTERING FOR AND/OR USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which terms also incorporates EquityZen's Privacy Policy, EquityZen's Copyright Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by EquityZen, each of which is incorporated by reference and each of which may be updated by EquityZen from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by EquityZen from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
Subject to these Terms of Use, EquityZen may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services EquityZen performs for you, any applications or widgets offered by EquityZen that you download from the Site or from third party application stores authorized by EquityZen, as well as the offering of any materials displayed or performed on or through the Site or the Services (including Content (as defined below)).
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EquityZen may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
EquityZen reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. EquityZen may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by EquityZen or its partners on or through the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by EquityZen in its sole discretion) an unreasonable or disproportionately large load on EquityZen's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures EquityZen may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
EquityZen does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. EquityZen has no obligation to monitor the Site, Service, Content, or User Submissions. However, EquityZen reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if EquityZen is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with EquityZen and provide EquityZen with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your EquityZen account.
You shall not:
EquityZen reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your EquityZen password. You shall never use another user's account without such other user's express permission. You will immediately notify EquityZen in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under EquityZen's control, and you acknowledge that EquityZen is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by EquityZen or any association with its operators. You further acknowledge and agree that EquityZen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
You agree that the Service contains Content specifically provided by EquityZen or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
EquityZen grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from EquityZen, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
The Service provides you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you:
EquityZen does not endorse and has no control over any User Submission. EquityZen cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
EquityZen may terminate your access to all or any part of the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
EquityZen has no special relationship with or fiduciary duty to you. You acknowledge that EquityZen has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EquityZen from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. EquityZen makes no representations concerning any Content contained in or accessed through the Site, and EquityZen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE AND ADD-TO LINK ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EQUITYZEN, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. EquityZen will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EquityZen's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless EquityZen, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, Add-to Link or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. EquityZen reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EquityZen in asserting any available defenses.
IN NO EVENT SHALL EQUITYZEN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EquityZen agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.
The Terms of Use are the entire agreement between you and EquityZen with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EquityZen with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
At EquityZen, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If an EquityZen customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of EquityZen services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the EquityZen platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
The financial institutions that we have established partnerships with include:
EquityZen generally allows investors who were blocked from making investments for external reasons (such as a company exercising their right of first refusal) to have advanced access to subsequent investment opportunities in the same company. Eligible Investor Account owners who have previously indicated interest in these companies may also be afforded this same access.
Investors who reserve an investment in a fully allocated offering will be added to the waitlist. If an allocation becomes available, investors will generally be contacted by EquityZen in an order determined by the date of their completed reservation. (In filling from a waitlist or in accepting investments into a deal that is expected to be oversubscribed, EquityZen may also consider other factors, including available investment capacity, proposed investment size, whether individual has transacted previously with EquityZen, and investor's ability to wire, transfer funds from an EquityZen Investor Account and otherwise not delay investment for other investors.) Eligible Investor Account owners will have improved positioning on the waitlist due to improved ability to fund investments without delays.
First time investors, investors with over five closed transactions, and eligible Investor Account owners qualify for a reduced minimum investment on eligible deals. Deal eligibility is determined by EquityZen based on a range of operational and regulatory constraints. Historically, a significant majority of offerings have been eligible for a reduced minimums.
EquityZen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond EquityZen's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with EquityZen's prior written consent. EquityZen may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
We have partnered with Synapse, a financial services software company, to provide financial services for the EquityZen Investor Account (“Investor Account”). By signing up for an Investor Account and initiating bank deposits or withdrawals (i.e. Electronic Fund Transfers, or EFTs), you agree to the Terms of Service and Privacy Policy of Synapse as well as the Privacy Policy and Deposit Agreement of Synapse’s financial institution partner, Evolve Bank & Trust, Member FDIC, (together the “Synapse Terms”) who provide banking services. The Synapse Terms are incorporated by reference and terms not defined in this section shall have the meanings defined in the SynapseFI Terms.
When you sign up for an Investor Account, you will also be signing up for a Synapse Deposit Account (as defined in Synapse Terms). You authorize us to share your identity and banking information with Synapse to open and support your Deposit Account as further detailed in our Privacy Policy and Synapse’s Privacy Policy. It is your responsibility to make sure the data you provide us is accurate and complete. Additionally, you are responsible for complying with Synapse Terms when using your Deposit Account. It is your responsibility to read and understand Synapse Terms as it contains terms and conditions relating to your Synapse Deposit Account including, but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitrations provisions.
When you open a Synapse Deposit Account, you will link a checking or savings account to perform EFT and, if applicable, deposit funds into your Synapse Deposit Account. Deposits into your Deposit Account are held at Synapse’s financial institution partner, Evolve Bank & Trust, Member FDIC (“Evolve Bank”). Deposits held in a Deposit Account may be eligible for insurance by the Federal Deposit Insurance Corporation (“FDIC”) on a per user basis depending on the rules and limitations set forth by the FDIC. For purposes of applicable FDIC deposit insurance limitations, deposits in accounts at Evolve Bank opened through Synapse may not be separately insured from any other accounts you may have opened with Evolve Bank, depending on the named account owners.
All EFT transactions are performed by and deposits are held by Evolve Bank. EquityZen and Synapse only transmit transaction instructions to Evolve Bank. EquityZen will provide you with all transaction notifications and Deposit Account balances in addition to providing customer support relating to your Synapse Deposit Account as detailed below. You will receive a transaction receipt after each transfer of funds as well as monthly statements on or near the 11th of each month. If no transactions have been made and your account balance is zero, you will receive statements quarterly.
There are no fees associated with opening or closing the account, no minimum account balance and no monthly service charge. While there are no minimum or maximum balance requirements, an account with a zero (0) balance for nine (9) continuous months will be subject to closure. Withdrawals are limited to 6 per statement period. Withdrawals and deposits will be subject to weekly, monthly and yearly limits, currently $250,000 / week, $500,000 /month and $1,000,000 / year. EquityZen reserves the right to cancel or suspend transactions due to fraud or compliance related concerns.
Users who qualify for enhanced access will (i) be able to invest with a reduced minimum of $10,000 in eligible deals, (ii) gain early access to high-demand deals and (iii) benefit from greater waitlist prioritization. To qualify for enhanced access users must maintain a balance of $50,000. Users can count up to $40,000 of completed transactions against this amount. For example, a user with $100,000 of completed transactions would have to maintain at least $10,000 in their account to qualify. EquityZen reserves the right to update these qualification limits at any time.
All questions regarding EFT transactions or your Investor Account must be directed to support@equityzen.com and not to Synapse or Evolve Bank. EquityZen is responsible for resolving issues and errors relating to transactions and account balances. If you wish to make a financial service complaint against EquityZen, or to report a complaint relating to the banking services, email help@synapsefi.com.
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.
You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly.
Tell us at once if you believe your account or access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Contact us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this section may be extended for a reasonable period.
PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY EQUITYZEN INC ("EQUITYZEN"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTPS://EQUITYZEN.COM (THE "SITE") AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY EQUITYZEN (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY REGISTERING FOR AND/OR USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which terms also incorporates EquityZen's Privacy Policy, EquityZen's Copyright Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by EquityZen, each of which is incorporated by reference and each of which may be updated by EquityZen from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by EquityZen from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
Subject to these Terms of Use, EquityZen may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services EquityZen performs for you, any applications or widgets offered by EquityZen that you download from the Site or from third party application stores authorized by EquityZen, as well as the offering of any materials displayed or performed on or through the Site or the Services (including Content (as defined below)).
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EquityZen may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
EquityZen reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. EquityZen may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by EquityZen or its partners on or through the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by EquityZen in its sole discretion) an unreasonable or disproportionately large load on EquityZen's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures EquityZen may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
EquityZen does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. EquityZen has no obligation to monitor the Site, Service, Content, or User Submissions. However, EquityZen reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if EquityZen is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with EquityZen and provide EquityZen with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your EquityZen account.
You shall not:
EquityZen reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your EquityZen password. You shall never use another user's account without such other user's express permission. You will immediately notify EquityZen in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under EquityZen's control, and you acknowledge that EquityZen is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by EquityZen or any association with its operators. You further acknowledge and agree that EquityZen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
You agree that the Service contains Content specifically provided by EquityZen or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
EquityZen grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from EquityZen, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
The Service provides you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you:
EquityZen does not endorse and has no control over any User Submission. EquityZen cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
EquityZen may terminate your access to all or any part of the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
EquityZen has no special relationship with or fiduciary duty to you. You acknowledge that EquityZen has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EquityZen from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. EquityZen makes no representations concerning any Content contained in or accessed through the Site, and EquityZen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE AND ADD-TO LINK ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EQUITYZEN, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. EquityZen will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EquityZen's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless EquityZen, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, Add-to Link or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. EquityZen reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EquityZen in asserting any available defenses.
IN NO EVENT SHALL EQUITYZEN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EquityZen agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.
The Terms of Use are the entire agreement between you and EquityZen with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EquityZen with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
At EquityZen, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If an EquityZen customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of EquityZen services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the EquityZen platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
The financial institutions that we have established partnerships with include:
EquityZen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond EquityZen's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with EquityZen's prior written consent. EquityZen may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
In order to be eligible for a reduction in the Sales Fee (as defined in the Subscription Agreement that sets forth the terms of your investment), you must claim the promotion by completing an investment reservation in eligible offerings (as indicated on the offering document) through execution of a Term Sheet with an investment size of between $50,000 and $499,999 inclusive between August 1, 2018 and August 15, 2018 inclusive (the "Promotion Period").
The application of this promotion will be reflected by a corresponding reduction in your Sales Fee, as disclosed in your Subscription Agreement that is executed as part of completing the investment process for the specific investment opportunity for which you signed a Term Sheet. The transaction does not need to close in the Promotion Period in order for this reduction to be applied. Please note that this reduction is not eligible for diversified fund investments. The reduction will be the lesser of either a) $5,000 USD or b) 20% of the standard Sales Fee that would otherwise be applied to the investment. The Sales Fee reduction is not limited and can be used more than once per investor. This promotion can be used concurrently with other promotions that investors may receive from EquityZen Inc. (“EquityZen”). If an offering is not completed for any reason, the Sales Fee discount cannot be reapplied. EquityZen reserves the right to terminate this offer at any time. Other restrictions may apply.
PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY EQUITYZEN INC ("EQUITYZEN"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTPS://EQUITYZEN.COM (THE "SITE") AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY EQUITYZEN (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY REGISTERING FOR AND/OR USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which terms also incorporates EquityZen's Privacy Policy, EquityZen's Copyright Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by EquityZen, each of which is incorporated by reference and each of which may be updated by EquityZen from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by EquityZen from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
Subject to these Terms of Use, EquityZen may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services EquityZen performs for you, any applications or widgets offered by EquityZen that you download from the Site or from third party application stores authorized by EquityZen, as well as the offering of any materials displayed or performed on or through the Site or the Services (including Content (as defined below)).
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EquityZen may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
EquityZen reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. EquityZen may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by EquityZen or its partners on or through the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by EquityZen in its sole discretion) an unreasonable or disproportionately large load on EquityZen's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures EquityZen may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
EquityZen does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. EquityZen has no obligation to monitor the Site, Service, Content, or User Submissions. However, EquityZen reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if EquityZen is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with EquityZen and provide EquityZen with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your EquityZen account.
You shall not:
EquityZen reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your EquityZen password. You shall never use another user's account without such other user's express permission. You will immediately notify EquityZen in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under EquityZen's control, and you acknowledge that EquityZen is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by EquityZen or any association with its operators. You further acknowledge and agree that EquityZen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
You agree that the Service contains Content specifically provided by EquityZen or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
EquityZen grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from EquityZen, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
The Service provides you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you:
EquityZen does not endorse and has no control over any User Submission. EquityZen cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
EquityZen may terminate your access to all or any part of the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
EquityZen has no special relationship with or fiduciary duty to you. You acknowledge that EquityZen has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EquityZen from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. EquityZen makes no representations concerning any Content contained in or accessed through the Site, and EquityZen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE AND ADD-TO LINK ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EQUITYZEN, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. EquityZen will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EquityZen's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless EquityZen, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, Add-to Link or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. EquityZen reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EquityZen in asserting any available defenses.
IN NO EVENT SHALL EQUITYZEN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EquityZen agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.
The Terms of Use are the entire agreement between you and EquityZen with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EquityZen with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
At EquityZen, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If an EquityZen customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of EquityZen services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the EquityZen platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
The financial institutions that we have established partnerships with include:
EquityZen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond EquityZen's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with EquityZen's prior written consent. EquityZen may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
To be eligible for this promotion to reduce your Sales Fee (as defined in the Subscription Agreement that sets forth the terms of your investment) on one investment, you must complete an investment reservation by executing a Term Sheet by May 15th, 2018. This promotion will be applied to reduce your Sales Fee, as disclosed in your Subscription Agreement that is executed as part of completing the investment process for the specific investment opportunity for which you signed a Term Sheet. The transaction does not need to close before May 15th, 2018 for this Sales Fee reduction to be applied. Only one reduction can be applied per transaction, and the reduction cannot be spread across multiple transactions. Please note that this reduction is not available for diversified fund investments. The reduction applied will be the lesser of either a) $500 USD or b) 20% of the standard Sales Fee that would otherwise be applied to the investment. This promotion cannot be used concurrently with other promotions that investors may receive from EquityZen Inc. (“EquityZen”). EquityZen reserves the right to terminate this offer at any time. Other restrictions may apply.
PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY EQUITYZEN INC ("EQUITYZEN"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTPS://EQUITYZEN.COM (THE "SITE") AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY EQUITYZEN (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY REGISTERING FOR AND/OR USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which terms also incorporates EquityZen's Privacy Policy, EquityZen's Copyright Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by EquityZen, each of which is incorporated by reference and each of which may be updated by EquityZen from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by EquityZen from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
Subject to these Terms of Use, EquityZen may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services EquityZen performs for you, any applications or widgets offered by EquityZen that you download from the Site or from third party application stores authorized by EquityZen, as well as the offering of any materials displayed or performed on or through the Site or the Services (including Content (as defined below)).
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EquityZen may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
EquityZen reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. EquityZen may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by EquityZen or its partners on or through the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by EquityZen in its sole discretion) an unreasonable or disproportionately large load on EquityZen's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures EquityZen may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
EquityZen does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. EquityZen has no obligation to monitor the Site, Service, Content, or User Submissions. However, EquityZen reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if EquityZen is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with EquityZen and provide EquityZen with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your EquityZen account.
You shall not:
EquityZen reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your EquityZen password. You shall never use another user's account without such other user's express permission. You will immediately notify EquityZen in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under EquityZen's control, and you acknowledge that EquityZen is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by EquityZen or any association with its operators. You further acknowledge and agree that EquityZen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
You agree that the Service contains Content specifically provided by EquityZen or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
EquityZen grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from EquityZen, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
The Service provides you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you:
EquityZen does not endorse and has no control over any User Submission. EquityZen cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
EquityZen may terminate your access to all or any part of the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
EquityZen has no special relationship with or fiduciary duty to you. You acknowledge that EquityZen has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EquityZen from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. EquityZen makes no representations concerning any Content contained in or accessed through the Site, and EquityZen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE AND ADD-TO LINK ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EQUITYZEN, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. EquityZen will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EquityZen's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless EquityZen, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, Add-to Link or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. EquityZen reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EquityZen in asserting any available defenses.
IN NO EVENT SHALL EQUITYZEN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EquityZen agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.
The Terms of Use are the entire agreement between you and EquityZen with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EquityZen with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
At EquityZen, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If an EquityZen customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of EquityZen services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the EquityZen platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
The financial institutions that we have established partnerships with include:
EquityZen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond EquityZen's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with EquityZen's prior written consent. EquityZen may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE SERVICES OFFERED BY EQUITYZEN INC ("EQUITYZEN"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTPS://EQUITYZEN.COM (THE "SITE") AND THE SERVICES, FEATURES, CONTENT, APPLICATIONS OR WIDGETS OFFERED BY EQUITYZEN (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY REGISTERING FOR AND/OR USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.
The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the "Terms of Use"), which terms also incorporates EquityZen's Privacy Policy, EquityZen's Copyright Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by EquityZen, each of which is incorporated by reference and each of which may be updated by EquityZen from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by EquityZen from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
Subject to these Terms of Use, EquityZen may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services EquityZen performs for you, any applications or widgets offered by EquityZen that you download from the Site or from third party application stores authorized by EquityZen, as well as the offering of any materials displayed or performed on or through the Site or the Services (including Content (as defined below)).
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EquityZen may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
EquityZen reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email. EquityZen may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by EquityZen or its partners on or through the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by EquityZen in its sole discretion) an unreasonable or disproportionately large load on EquityZen's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures EquityZen may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or "spam" on the Service; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
EquityZen does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. EquityZen has no obligation to monitor the Site, Service, Content, or User Submissions. However, EquityZen reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if EquityZen is concerned that you may have violated the Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with EquityZen and provide EquityZen with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your EquityZen account.
You shall not:
EquityZen reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your EquityZen password. You shall never use another user's account without such other user's express permission. You will immediately notify EquityZen in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under EquityZen's control, and you acknowledge that EquityZen is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by EquityZen or any association with its operators. You further acknowledge and agree that EquityZen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
You agree that the Service contains Content specifically provided by EquityZen or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
EquityZen grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from EquityZen, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
The Service provides you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the "User Submissions"). By Submitting User Submissions on the Site or otherwise through the Service, you:
EquityZen does not endorse and has no control over any User Submission. EquityZen cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
EquityZen may terminate your access to all or any part of the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
EquityZen has no special relationship with or fiduciary duty to you. You acknowledge that EquityZen has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EquityZen from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. EquityZen makes no representations concerning any Content contained in or accessed through the Site, and EquityZen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE AND ADD-TO LINK ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EQUITYZEN, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. EquityZen will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on EquityZen's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless EquityZen, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content, Add-to Link or otherwise from your User Submissions, violation of the Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. EquityZen reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with EquityZen in asserting any available defenses.
IN NO EVENT SHALL EQUITYZEN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EquityZen agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.
The Terms of Use are the entire agreement between you and EquityZen with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EquityZen with respect to the Site. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
At EquityZen, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.
We may refer to you products and/or services of these partners. If an EquityZen customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of EquityZen services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the EquityZen platform, referred companies and products have no impact on such content, analysis, or investment opportunities.
The financial institutions that we have established partnerships with include:
EquityZen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond EquityZen's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with EquityZen's prior written consent. EquityZen may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
We are offering individuals a $500 Amazon Gift Card (the “Incentive”) if they refer shareholders of certain companies ("Qualifying Companies") to the investment platform managed by EquityZen Inc. (the “EquityZen Platform”). In order to be eligible for the Incentive, the individual making the referral (the “Referrer”) must have an account on the EquityZen Platform and must refer shareholders using the Referrer’s unique referral link that is provided to them on the EquityZen Platform. In order for the Referrer to receive the Incentive, the shareholder that is referred to the EquityZen Platform (the “Referral Recipient”) must execute a Placement Agreement with EquityZen Securities LLC (along with its affiliates, “EquityZen”) within 90 days of creating an account on the EquityZen Platform and must not have had an active account on the EquityZen Platform prior to the referral. The Placement Agreement must be provided by EquityZen, in order to qualify. If the Referral Recipient does not execute a Placement Agreement with EquityZen, then the Referrer will not be eligible to receive the Incentive. The Referrer is only eligible for one Incentive per Referral Recipient, but may refer multiple Referral Recipients to the EquityZen platform.
The Incentive will be delivered to the Referrer via e-mail or other electronic means after the end of the month in which the Referral Recipient successfully executes the relevant Placement Agreement. In order to qualify for the Incentive, the Referrer must refer a Referral Recipient who signs a Placement Agreement with respect to common or preferred stock in one of the following Qualifying Companies:
This offer may be used concurrently with other offers that individuals may receive from EquityZen. EquityZen reserves the right to terminate this offer at any time. Other restrictions may apply.
In order to be eligible for a reduction in the Sales Fee (as defined in the Subscription Agreement that sets forth the terms of your investment), you must: a) claim the promotion by clicking the applicable “Claim” button on the EquityZen investment platform while actively logged in to your EquityZen account and b) complete an investment reservation through execution of a Term Sheet by August 31, 2016. The application of this promotion will be reflected by a corresponding reduction in your Sales Fee, as disclosed in your Subscription Agreement that is executed as part of completing the investment process for the specific investment opportunity for which you signed a Term Sheet. The transaction does not need to close in August 2016 in order for this reduction to be applied. Please note that this reduction is not eligible for diversified fund investments. The reduction will be the lesser of either a) $500 USD or b) 50% of the standard Sales Fee that would otherwise be applied to the investment. Limit of one reduction per investor. This promotion can be used concurrently with other promotions that investors may receive from EquityZen Inc.(“EquityZen”). Reductions across multiple investment opportunities may not be applied. EquityZen reserves the right to terminate this offer at any time. Other restrictions may apply.
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