SharesPost

SharesPost User Agreement (this 'Agreement')

This User Agreement (this “Agreement”) sets forth the terms and conditions that apply to your access and use of the website located at www.sharespost.com (“SharesPost”), any websites of subsidiaries and affiliates of SharesPost Financial Corporation, any of the services provided at such websites including the website located at www.nasdaqprivatemarket.com, and all information, content, tools, features and functionality located thereon (collectively, the “Service”). SharesPost is owned and operated by SharesPost Financial Corporation (“SharesPost Financial”), a California corporation and wholly-owned subsidiary of SharesPost, Inc.

SharesPost, Inc. has partnered with NASDAQ OMX Group, Inc. to establish The NASDAQ Private Market (“TNPM”), a platform for buying and selling private company shares through which SharesPost Financial will act as a broker-dealer to match buyers and sellers of such shares. When you use TNPM, you agree to comply with TNPM terms and conditions.

1. ACCEPTANCE

Use of the Service constitutes your agreement to be bound by the terms and conditions contained in this Agreement and the Privacy Policy, which is incorporated by reference into this Agreement and can be found at www.sharespost.com/privacy, each as may be amended from time to time.

You represent and warrant that you are of legal age to use the Service. You may not accept this Agreement if you are not of a legal age to form a binding contract with SharesPost Financial. By accepting this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. You may print or save a copy of this Agreement for your records.

2. PRIVACY

For information about SharesPost Financial’s data protection practices, please read the Privacy Policy. The Privacy Policy explains how SharesPost Financial treats your personal information and protects your privacy when you access SharesPost and use the Service. The Privacy Policy may be updated from time to time in the sole discretion of SharesPost Financial. Changes are effective upon posting to SharesPost, or as otherwise specified upon posting.

3. INFORMATION FROM THIRD PARTIES

SharesPost Financial works with third-party providers of information in connection with the Service. SharesPost Financial does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality, non-infringement or fitness for any particular purpose. SharesPost Financial is not responsible for any third-party products and services or third-party websites accessed through the Service.

4. OFFERS AND THIRD-PARTY LINKS

Some parts of the Service may be supported by sponsored links from advertisers and display offers that may be custom matched to you based on information stored in the Service, queries made through the Service or other information.

In connection with any such offers, the Service may provide links to other websites belonging to SharesPost advertisers and other third parties. SharesPost Financial does not endorse, warrant or guarantee the products or services available through any such offers (or any other third-party products or services advertised on or linked from its site), and SharesPost Financial is not an agent or broker or otherwise responsible for the activities or policies of those websites.

5. YOUR REGISTRATION INFORMATION

 Any information provided to or data generated by your activities on the TNPM platform will be available to SharesPost Financial in order to assist you with the Services provided by SharesPost Financial. You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your Login ID e-mail address, allows you to access the Service. 

Your Login ID and password, together with any mobile number or other contact information you provide form your 'Registration Information.'

By providing SharesPost Financial with your e-mail address, you agree to receive all required notices from SharesPost Financial electronically, to the e-mail address provided. It is your responsibility to update or change that address. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on its site, accessible through most standard, commercially available Internet browsers.

If you become aware of any unauthorized use of your Registration Information, you agree to notify SharesPost Financial immediately.

6. YOUR USE OF THE SERVICE

Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Service for lawful purposes.

In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you may be affected.

Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair or other actions that SharesPost Financial, in its sole discretion, may elect to take. SharesPost Financial cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. SharesPost Financial cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalization settings.

7. ONLINE AND MOBILE ALERTS

SharesPost Financial may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to you following certain changes made online to your account, such as a change in your Registration Information. You do not need to activate these alerts. Although you may have the option to turn off some of these automatic alerts, SharesPost Financial recommends that you leave them on, since they may be security-related.

Voluntary account alerts may be turned on by default as part of the Service. SharesPost Financial may add new alerts from time to time, or cease to provide certain alerts at any time in its sole discretion. Each alert may have different options available, and you may be asked to select from among these options upon activation of your alerts service.

If your e-mail address changes, you are responsible for informing SharesPost Financial of that change. Alerts may include your Login ID and some information about your account. Anyone with access to your e-mail will be able to view the content of these alerts.

8. ALERT DISCLAIMER

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. SharesPost Financial does its best to provide alerts in a timely manner with accurate information. SharesPost Financial does not guarantee the delivery or the accuracy of the content of any alert. You explicitly agree that SharesPost Financial shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert, for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert. 

9. RIGHTS YOU GRANT TO US

Any information, data, passwords, usernames, PINs, other log-in information, materials or other content (collectively, “Accounts Content”) you provide in connection with the Service, you are licensing, free of any charge, the Accounts Content to SharesPost Financial solely for the purpose of providing the Service. SharesPost Financial may use such Accounts Content, but only to provide the Service to you. By submitting Accounts Content, you represent that you are entitled to submit it in connection with the Service for use for this purpose, without any obligation by SharesPost Financial to pay any fees or other limitations.

You hereby authorize and permit SharesPost Financial to use information submitted by you to the Service (such as account passwords and users names) to configure the Service so that it is compatible with the third-party sites.

10. SHARESPOST FINANCIAL'S INTELLECTUAL PROPERTY RIGHTS

SharesPost’s “look and feel” (for example, the text, graphics, images, logos and button icons appearing on the website), photographs, editorial content, notices, software (including HTML-based computer programs) and other materials are protected under United States and other applicable copyright, trademark and other laws. The contents of SharesPost belong or are licensed to SharesPost Financial or its software or content suppliers. SharesPost Financial grants you the right to view and use SharesPost subject to these terms. You may download or print a copy of information provided on SharesPost for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from SharesPost, in whole or in part, for any other purpose is expressly prohibited without SharesPost Financial’s prior written consent.

11. ACCESS AND INTERFERENCE

You agree that you will not:

  1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service, without SharesPost Financial’s express written consent, which may be withheld in SharesPost Financial’s sole discretion;
  2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Service, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Internet Explorer);
  3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Service; or
  4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service.


12. RULES FOR SUBMITTING INDICATIONS OF INTEREST TO BUY OR SELL COMPANY SHARES ON THE SERVICE

As part of the Service, SharesPost Financial may allow users to submit indications of interest to buy or sell company shares.

  1. You are solely responsible for all content you submit in connection with the Service.
  2. By submitting content in connection with the Service, you represent that you have all necessary rights and hereby grant SharesPost Financial a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with the Service, and the business of SharesPost Financial, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels.
  3. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
  4. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
  5. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
  6. You may not interfere with other users' use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Service, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
  7. You may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in areas explicitly designated for such purpose.
  8. You may not copy or use personal identifying or business contact information about other users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.

13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OR PROVIDED THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. SHARESPOST FINANCIAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

SHARESPOST FINANCIAL MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OF THE SERVICE, WHETHER SUCH CONTENT IS PROVIDED BY SHARESPOST FINANCIAL OR BY A THIRD PARTY ON THE SERVICE, AND SHARESPOST FINANCIAL EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. SHARESPOST FINANCIAL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

14. NOT A REGISTERED EXCHANGE, FINANCIAL PLANNER, INVESTMENT ADVISER OR TAX ADVISOR

NEITHER SHARESPOST NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE. Although the Service may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice.

SharesPost is not

  1. a registered exchange under the Securities Exchange Act of 1934,
  2. a registered investment adviser under the Investment Advisers Act of 1940 or
  3. a financial or tax planner, and does not offer legal advice to any user of the service.

Although the Service may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice.

15. LIMITATIONS ON SHARESPOST FINANCIAL'S LIABILITY

NONE OF SHARESPOST FINANCIAL OR ITS AFFILIATES SHALL IN ANY EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF SHARESPOST FINANCIAL OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LIABILITY OF SHARESPOST FINANCIAL AND ITS AFFILIATES, IN THE AGGREGATE, TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO SHARESPOST FINANCIAL FOR THE SERVICES WITHIN THE PAST ONE-YEAR.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, ANY SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16. YOUR INDEMNIFICATION OF SHARESPOST FINANCIAL

You shall defend, indemnify and hold harmless SharesPost Financial and its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

17. TERMINATION

This Agreement will continue to apply until terminated by either you or SharesPost Financial. You may terminate your legal agreement with SharesPost Financial by disabling your SharesPost account. SharesPost Financial may at any time, in its sole discretion, terminate its legal agreement with you immediately upon notice to the e-mail address provided by you as part of your Registration Information or as subsequently updated by you. Following termination of this Agreement, the Privacy Policy will continue to apply to any Registration Information that SharesPost Financial is required to retain. Notwithstanding anything to the contrary herein, all covenants, agreements, representations and warranties made by you in this Agreement shall survive the termination of this Agreement.

18. MODIFICATIONS OF THIS AGREEMENT

SharesPost Financial may modify this Agreement from time to time in its sole discretion, so review it periodically. The Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit SharesPost or use the Service after such changes are made.

19. GOVERNING LAW AND VENUE FOR DISPUTES

This Agreement, and your relationship with SharesPost Financial under this Agreement, is governed by the laws of the State of California without regard to its conflict or choice of law provisions. Any dispute with SharesPost Financial, or its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, arising under or in relation to this Agreement shall be resolved exclusively within the county of San Mateo, California, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case SharesPost Financial may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, SharesPost Financial is able to offer the Service at the terms designated, and that your assent to this provision is an integral part of SharesPost Financial’s willingness to enter into this Agreement.

You also acknowledge and understand that, with respect to any dispute with SharesPost Financial, its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, arising out of or relating to your use of the Service or this Agreement:

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

20. MISCELLANEOUS

If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement.

You agree that if SharesPost Financial does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which SharesPost Financial has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies of SharesPost Financial.

This Agreement and the Privacy Policy represents the entire understanding and agreement between you and SharesPost Financial regarding the subject matter of the same, and supersedes all other previous agreements. If you agree to a separate

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