Terms & Services
- Equidate Terms of Service
- Version 1406.01c
- July 1, 2014
These Terms of Service (the "Terms") are a binding agreement betweenl Equidate, Inc. on the one hand ("Equidate" or forms of the pronoun "us"), and the individual who accesses, browses, or in any way uses the site equidateinc.com (the "Site"), any related application, any services thereon, or other related services offered by Equidate (collectively, the "Services"). If you use the Services on behalf of a business organization, you agree to these Terms on behalf of that organization (to which references to "you" also apply), and may only use the Services if you have the authority from that organization to do so.
Equidate publishes a software platform and service that facilitates transactions in secondary markets of shares of non-public company stock (the "Shares"), and the management of derivative securities in respect of the Shares (collectively, Equidate "Transactions").
All parties that use the Services are called "Members" of the Equidate community. Members may be "Shareholders" who own Shares, and they may also be "Investors" who are contemplating engaging in Transactions involving the Shares.
To protect the interests of both Investors and Shareholders, and to comply with laws, regulations, and industry oversight requirements, Equidate does not solicit, broker, close, or otherwise participate in any Transactions. Instead, we license the platform to affiliated broker-dealers that are duly licensed by the Financial Regulatory Authority ("FINRA"), the main self-regulatory organization that oversees brokerages in the United States. We operate with and in some cases on behalf of these broker-dealers in our interactions with Members.
Each category of Membership incorporates those listed before it. All Brokerage Clients are Authorized Members, all Authorized Members are Site Members, and while visiting the Site or using the Services, all Site Members are Visitors.
Representations and warranties by you
Covenants by you
Intellectual property, Proprietary Information, and ownership
We reserve all rights that are not expressly granted to you by these Terms. As between you and Equidate, Equidate alone shall own all rights, title, and interest, including all related intellectual property rights in and to the following (collectively, Equidate’s "Content"):
All of the Content is subject variously to copyright, trade secret, confidentiality, and other rights under United States and foreign laws. Except as provided in these Terms, no part of Equidate’s Content, and none of Equidate’s proprietary rights therein, are licensed to you for any purpose. No part of Equidate’s Content may be reproduced, recorded, retransmitted, sublicensed, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, websites or other medium or for any commercial purpose, except as provided in these Terms, without Equidate’s prior express written consent.
"As between you and Equidate" indicates that such rights are relative. Equidate may not be the underlying owner of all of the Equidate Content. Some of it may have been granted or licensed to Equidate from third parties. However, to the extent that Equidate holds any rights in or to such materials, Equidate grants you only the license contained herein.
You are free to terminate your Membership at any time by submitting a written request to delete your Site Account or using any Site features Equidate provides to do so.
By entering into these Terms and using the services, you agree that you shall defend, indemnify and hold Equidate, its licensees and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your violation or breach of any part of these Terms or any applicable law or regulation, whether or not referenced herein. This indemnification obligation will survive the termination of these Terms.
Disclaimer of warranties and limitations on liability
All Equidate Content is provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Equidate disclaims all warranties, express or implied, including, but not limited to, implied warranties of noninfringement, merchantability, or fitness for a particular purpose. Equidate does not warrant that the functions provided on the Site or Services will be uninterrupted or error-free, that defects will be corrected, that Equidate will retain all of your Account content and data in full integrity or keep readily available all user content and data, or that the Site or the means that makes it available to you are free of viruses or other harmful components.
All of the Equidate Content that concerns companies and investments that is on the Site, or that exchanged by Equidate as part of the Services, is either: (i) publicly available, (ii) information obtained from third party sources without endorsement, analysis, or approval by Equidate, or (iii) information supplied by yourself and other Members. Equidate does not provide, and disclaims any obligation to provide, any insight, advice, analysis, industry research, pricing information, verification, or help of any kind other than with respect to site functionality.
Any links and referrals to third party sites and services, including the services of a Broker you retain, will be governed by their own terms and conditions. Equidate is not responsible for the actions of any such parties, or any such third party sites. These Terms apply only with respect to your use of the Site and Services, not the sites and services of any third parties.
Equidate does not warrant or make any representations regarding the use or the results of the use of any such Content, or for correctness, accuracy, reliability, or otherwise. We do not endorse any of the investment opportunities that may be presented, or recommend whether you should participate in any potential Transactions.
Under no circumstances, including, but not limited to negligence, shall Equidate be liable for any special, indirect, incidental, or consequential damages that result from the use of or the inability to use the Content on the Site or the Services, even if Equidate, the Broker, or their authorized representatives have been advised of the possibility of such damages. In no event shall Equidate’s total liability to you for all damages, losses, and causes of action whether in contract or tort exceed the amount paid by you, if any, for accessing the Site.
Although Equidate does not engage in brokerage transactions, the foregoing may in some instances be limited by rules and regulations pertaining to the brokerage industry.
The Terms shall be governed by California law and subject to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Terms or the Sites shall first be subject to 30 days of informal negotiation, to begin upon written notice. If you and Equidate are unable to resolve the dispute through informal negotiations, all claims arising from use of the Sites will be exclusively resolved by binding arbitration. You understand that if either party elects to arbitrate, neither party will have the right to sue in court or have a jury trial.
Arbitration will take place in San Francisco, California, and will be conducted under the Commercial Arbitration Rules of the American Arbitration Association, which are available at www.adr.org. However, in the event any issues in dispute fall under United States laws and regulations pertaining to brokerages, arbitration shall be further subject to any applicable arbitration rules and procedures specified by FINRA.
Except as otherwise provided in the Terms, you and Equidate may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
You and Equidate agree that any arbitration will be limited to the dispute between Equidate and you individually. You acknowledge and agree that you and Equidate are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Equidate otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
Each party retains the right to bring an individual action in small claims court with respect to matters within the jurisdiction thereof, or to seek injunctive or other equitable relief on an individual basis (without a 30-day negotiation requirement) in a federal or state court in San Francisco, California, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
All communications between us with respect to these Terms may be made either by: (i) email delivered to your and our most recently updated address, (ii) any private messaging feature that is implemented on the Site, (iii) personal delivery, or (iv) delivery via a nationally recognized bonded express courier service
No joint venture, partnership, or agency relationship exists between you, Equidate or any third party provider as a result of the Terms or use of the Site or Services.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be construed consistent with applicable law and the remaining provisions shall be enforced to the fullest extent under law. The failure of Equidate to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Equidatese in writing.
There are no third-party beneficiaries of these Terms. Your agreement with the Broker, if any, shall be on its own merits and not with respect to these Terms. You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. Our rights under these Terms will survive any termination of this Terms of Service agreement.
The Terms are drafted in plain English where practical so that non-lawyers may better understand their provisions. Where reasonable, terms are to be given their common English meaning except as specifically designated (generally, definitions are capitalized, with the definition or first reference in quotes). Statements that things "are" or "will be" a certain way, and grammatical variants (rather than that matters "shall be" or are "hereby" that way), are intended to be legally operative contract promises, not mere descriptions or observations of fact. Headings are for convenience only and are not part of the agreement between the parties.
Equidate reserves the right and sole discretion to modify these Terms from time to time, and any such modifications become effective immediately upon your opportunity to view them after a modified version is posted to the Site. It is your sole responsibility to check the Site to view any such changes. If you do not agree to all of the changes, you must cease use of the Site; any usage by you of the Services after any modifications are made indicates acceptance of the modified Terms. Notwithstanding and without limiting the foregoing, Equidate may provide a notice to you of any such revision, and require you to indicate acceptance of any new version of the Terms in order to continue to use the Site and Services.
If you have any questions regarding these Terms, please contact us at [email protected]