This User Agreement (this “Agreement”) sets forth the terms and conditions that apply to your access and use of the website located at sharespost.com (“SharesPost”), any websites of subsidiaries and affiliates of SharesPost, Inc, 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 operates a platform for investors to get information regarding private company shares and to interact with SharesPost Financial, as a broker-dealer to, among other things, match buyers and sellers of such shares. When you use SharesPost, you agree to comply with the SharesPost terms and conditions.
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.
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.
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.
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.
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.
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.
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.
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.
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.
You agree that you will not:
As part of the Service, SharesPost Financial may allow users to submit indications of interest to buy or sell company shares.
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.
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
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.
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.
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.
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.
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, 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.
All controversies arising under this Agreement between you and SharesPost Financial (“SPFC”), its respective affiliates, and its respective officers, directors, employees, agents or representatives shall be determined by Financial Industry Regulatory Authority, Inc. (“FINRA”) arbitration in accordance with the FINRA rules then in effect, and each of you and SPFC consent to such jurisdiction. All awards rendered by the arbitrators shall be binding and final, and judgment upon the award may be entered in any court of competent jurisdiction.
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.