Terms & Conditions of Use
Thank you for your interest in Eqvista. Please review the following Terms & Conditions of Use, which will govern your registration with and use of the Eqvista shares management platform.
Eqvista Inc. (“Eqvista,” “we,” “us,” “our”) provides a platform, accessed at www.eqvista.com, support.eqvista.com and app.eqvista.com (collectively, the “Site”), for the efficient software management of corporate shares.
Website Terms and Conditions of Use
The content of the pages of this website is for your general information and use only. It is subject to change without notice. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements. This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website which are not the property of, or licensed to, the operator are the property of their respective trademark owners.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence. From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s). We are not a transferred agent registered with a SEC, we don’t offer transferred agent related services. Your use of this website and any dispute arising out of such use of the website is subject to the laws of Delaware, USA.
You will (a) accept responsibility for Your Users’ compliance with this Agreement, the Documentation and any Order Forms, (b) accept responsibility for the accuracy, quality and legality of your Client’s Data, how you acquired Your Client Data and how you use your client’s data, employing the use of our services (c) Ensure that you have put in place commercially reasonable efforts to prevent unauthorized access to or use of the Services, and prompt Us to immediately act should you detect any of such unauthorized access or use, (d) use the Services bearing in mind the provisions of this Agreement, the Documentation, any Order Forms and applicable laws and government regulations, and (e) work with terms of service of any third-party products and services whom you use the Services with.
You hereby grant, represent and warrant that you have the rights and licenses to submit the user data required for the Company for use by the Company and its subcontractors, without limitation, and features of the service through the platform and use by third parties. You agree that the Company has the rights to share the data to third parties. You further agree that the Company has the right, both during the length of use and after, to store, use, distribute, transmit, copy, modify and display the aggregate data.
When records are kept in such manner, a clearly legible paper form prepared from or by means of the information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases) shall be valid and admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided the paper form accurately portrays the record.
Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect such records. You can simply discontinue use of our distributed ledger system and continue to use the captable to maintain the overview of yours shares. The Company will not be responsible for any backup, recovery or other steps required to ensure that User Data is recoverable in the case of data loss. You are solely responsible for backing up your User Data on a regular basis.
USAGE OF DATA
Personal data will be stored in a way that is beneficial to both parties and will be collected for the purpose for which it is meant.
The subject of the data, (the user) must be identified only for as long as necessary unless their collected data is kept for historical, statistical or scientific research purposes.
The identity and the contact details of the data controller and of the Data Protection Officer will be disclosed to users. This is a recent requirement set by the GDPR
We will explain to the users d why their personal data is being collected.
Users will also be in the know of who will receive their collected personal data.
By using our services, you agree that We may collect, use, analyze and disclose data acquired from Your use of our Services, including Your Client Data, for analysis, benchmarking, analytics, marketing, and other business purposes as long as such data is made available only on an anonymous or aggregated basis and that neither Your identity nor the identity of any persons associated with You or any Users will be made available or publicly disclosed.
IMPORT OF DATA
You can import your data anytime you want to excel file and keep your data. Our software is easy to cancel and take out your data with yourself. Be sure that all data are transferred.
We may, occasionally, update our system with new enhancements, additional modules, or functionality that we have the prerogative to choose to offer to You under separate terms and conditions and for additional fees.
- Renewal Fees. We reserve the right at any time to upscale Fees for any renewal Term that we deem fit as long as we provide you with at least 30 days’ advance notice.
- Additional Service Fees. We will pay hourly rates for any additional consulting, training, support or other services which happen after the Effective Date, other than the earlier Implementation services and the standard support services for the Purchased Services.
Orders and Payments terms
Though some of Eqvista services are free of charge, others may require payment for the provided services. You agree and authorize The Company to charge you for all services and products purchased through the Eqvista platform and through the payment method provided.
All the services and products provided by the company, including the price and availability of services, are subject to change without prior notice and at anytime. The company reserves the right to limit the availability or continuance of any service or product, to ban any user from making a purchase, impose restrictions and conditions of our services or refuse to provide service to any user without prior notice.
You represent and are responsible for all charges incurred in your account or by anyone who uses your account, and that you have the legal right to use the payment methods submitted.
All prices are in U.S. dollars, unless otherwise stated. The company may require a verification of identity or information prior to the acceptance of fulfillment of any order or services.
- Fees & Subscription – All fees are stated in the Fees section. We charge monthly for a number of users or shareholders. You agree on paying on the services and products purchase. You agree on paying for the number of shares subscribed on the Eqvista platform. You authorize us to deduct the due amount from your chosen payment method. You are responsible for keeping the correct payment credential uptodate and make sure that the payment is processed. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form. We will invoice You in advance on the Effective Date unless specified otherwise, either annually, monthly and otherwise in accordance with the relevant Order Form.
- Pro-rata pricing – The subscription pricing is based on a pro-rata basis for the number of shareholders selected in your company per month. Any changes in the number of shareholders in the company may increase or decrease the amount owed for the current billing period, set against the advance payment made on the effective date. The pro-rata basis for pricing is calculated automatically on the system, and any disputes in calculations is up to the sole discretion of Eqvista.
- Cancelations – The user can cancel the premium plan at any time. After cancelation, the user will retain access to the company account until the end of the current billing period as stated in the company’s subscription page. The company can choose to resume the plan at any time. After cancelation, the user will not be billed any additional charges in the next billing period. However, any changes made to the number of shareholders in the company resulting in an increase in fees for the current period will be charged to the company’s credit card on the effective date of the next billing period.
- Other fees – are subject to advance payment.
- Change of the fees – we reserve the right to increase or decrease any fees at any time we will notify you thirty days in advance.
- Subscription – or renewals are subject to the same conditions as change of the fees.
- Late fees – if we don’t receive any fees by the due date your account will not be renewed. Late fees might occur in this case our app will notify you in case your subscription is not renewed. Your obligations become immediately due and payable, and suspend Our Services to You until such amounts are paid in full.
- Suspension for Non-payment – Eqvista reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to Eqvista under this SaaS Agreement, but only after Eqvista notifies Customer of such failure and such failure continues for thirty days or more after the payment due date. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that Eqvista shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment.
- Taxes or other government dues – You’re responsible for paying or taxes or any government fees. We don’t collect any taxes on your behalf.
Ownership & Our Proprietary rights
The Company shall own and retain the rights, title and interest of the services as outlined in the service agreement, along with all intellectual property (Graphics, visual interfaces, design, computer code, distributed ledger, products, software, services, etc..).
The Customer shall own the rights, title and interest in any customer data and customer confidential information of the users or Subscribing Organization. The customer acknowledges and agrees to have the sole responsibility for the qualify, accuracy, integrity and reliability of all customer data.
No Legal or Other Professional Advice
By accessing or using our Service, you agree, understand, and acknowledge that we are not providing any legal, tax, investment, or other professional advice, and are not a paid tax return preparer with respect to any documents or templates provided through the Service or any 83(b) election you may file with the United States Internal Revenue Service. Eqvista is not registered as a law firm, does not have an in-house Agent registered with SEC and is not engaged in the practice of law. Eqvista does not put itself out to be and is not registered as a broker-dealer or investment advisor. Therefore, our Services should not be used as a replacement or an alternative advice of competent legal, tax, and other professional counsel. Eqvista strongly recommends that you consult with legal, tax, investment, and other professionals in connection with the use of the Service; particularly those uses that pertains to adherence with applicable federal, state, and other jurisdictions’ employment, tax, and/or securities laws and regulations. Eqvista is not mandated to determine and has no obligation to determine whether any transactions involving the Client’s securities (including convertible notes, SAFEs, and the issuance of common stock and/or preferred stock or options to purchase stock) comply with applicable federal, state, or foreign laws, including any limitations on the use of general solicitation or advertising.
Eqvista does not represent or guarantee that the Service is accurate, complete, up-to-date, enforceable, or compliant with applicable law. Laws vary among jurisdictions; they change from time to time, and their application may be fact-specific, so the Service may not reflect the legal needs of your particular circumstances. You agree that you, and not Eqvista, must assess and take responsibility for all risks associated with the use of the Service and of any information, help text, blog articles and associated commentary, data, text, documents, agreements, instruments, messages, or other materials that are (a) made available or provided through the Service by Eqvista (“Content”), (b) uploaded, posted, published, or displayed (hereinafter, “post” or “posted”), emailed or otherwise transmitted, maintained or used by you, your agents, or at yourinvitation via the Service (“User Content”); or (c) posted, emailed, or otherwise transmitted to or maintained by third parties or other users on or through the Service (“Third Party Content”), including any dependence on how truthful or accurate, legal, appropriate, complete, or useful any such content will be. You are responsible for updating yourself on the laws and regulations applicable to within your catchment and for abiding by them.
Any deliberations on tax issues contained within the Service, or any associated documents or other materials, is not intended or written to be used, and cannot be used, (i) for the reason of avoiding penalties under the Internal Revenue Code or (ii) for the purpose of promoting, marketing or making recommendations to another party about any transaction or matter.
No Attorney – Client Relationship with Eqvista
By accessing or using the Service, you acknowledge and agree that your access and use of the Site, Service, and/or Content by itself will not establish an attorney-client or special relationship between you or the “Client” on the one hand, and Eqvista or any of Eqvista’s employees, representatives, or affiliates on the other hand. Eqvista is not your legal representative and communications between either Eqvista, on one hand and you as the “Client” on the other hand, are not protected under the attorney-client or any other privilege.
Engagement as Transfer Agent
The company provides its services through its platform for users, and does not perform any duties of a Transfer Agent. The company shall not be responsible for the transfer of shares of the company nor the complete updated stock ledger or shareholder list of the company. The use of the company’s distributed ledger is no substitute for maintaining updated books of the company, and we are not responsible for any errors or material inconsistencies of the records on the distributed stock ledger and the records of the company.
The user and administrator accounts agree to update the shareholders and maintain the record listings of the company. The user is responsible for a complete and updated sharelistings of the company, and the liability for any information inconsistent with the actual shareholder records of the company.
If you are using or setting up an account with Company on behalf of your company, entity, or organization then you represent and warrant that you are an authorized representative. An authorized representative of the company shall be responsible for the updated recordkeeping of the user’s company.
When an account is first registered on behalf of any Subscribing Organization, the person who registered the account will initially act as the “Administrator” for purposes of such Subscribing Organization’s use of the Service. They will be granted certain options to initially determine the level of access, privacy, and security for the Service related to the Subscribing Organization (“Administrator Account”). This administrator account will be responsible for the updated records of the current shareholders, their held shares, known address, price or values, any changes to share structure for the company, and Eqvista will not be responsible for the accurate updated records for the company.
Once registration of the Subscribing Organization account has been completed, each Subscribing Organization will be able to register additional Administrators having options based on their discretion. Each Administrator account may designate other Users as additional Administrators, and they will be responsible for confirming that each of those designated Users accept such responsibility as an Administrator Account. Upon being designated as an Administrator, each person will be deemed to agree to the obligations of an Administrator Account. Any person designated as the billing contact in our records for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator.
Administrator Accounts must comply in all respects with all terms and conditions applicable to User Accounts.
Eqvista respects and complies with the EU’s General Data Protection Regulations (GDPR).
Some of the key ways we comply with GDPR regulations are:
RIGHT TO ACCESS
Users can request confirmation as to whether or not personal data concerning them is being processed, where and for what purpose. Further, we shall provide a copy of the personal data, free of charge, in an electronic format.
RIGHT TO BE FORGOTTEN
Once we have compared your (the subject’s) rights to “the public interest in the availability of the data”, we may delete your personal data where you have requested this.
We allow you to receive the personal data concerning you, which we will provide in a ‘commonly used and machine readable format.’ You have the right to transmit that data to another ‘controller.’
PRIVACY BY DESIGN
We implement appropriate technical and organisational measures, in an effective way, in order to meet the requirements of this Regulation and protect the rights of data subjects. We hold and process only the data absolutely necessary for the completion of our duties (data minimisation), as well as limiting the access to personal data to those needing to act out the processing.
- Any unauthorized or unsolicited advertisements, promotional material such as “junk mail”, “spam”, “chain letter”, “pyramid scheme” or any other form of solicitation.
- Use of the Eqvista platform of software for any unlawful or fraudulent acts.
- Use of our site to advertise or offering to sell goods or services without the prior consent of the company.
- Any virus, worm, trojan horse, spyware, time bomb, or other computer software, code or programs that is meant to be harmful or invasive to damage, hack, hijack, disable or interfere with the operation, or in use to monitor any hardware or software or customer data of the system.
- Engage in any “data mining”, “bots”, “spiders”, “deep-link”, “page scrape”, or other data gathering and extraction methods for data from the Company’s website or software.
- Adapt, modify, decompile, disassemble, reverse engineer, sell, lease, distribute, or reproduce any portion of our website or platform.
- Transmit or make available any material that is obscene, pornographic, indecent or otherwise inappropriate, threatening, harassing, intimidating, hateful, ethnically or racially insulting, fraudulent, or material protected by trademark, copyright, trade secret or other content without the prior consent of the owner.
- Access or use the service if you are a competitor of the company, or other reasons in competition with the company.
- Impersonate another person or entity, gain access to another’s user account without that user’s permission or consent or falsely state or misrepresent your affiliation.
- Disrupt or interfere with the Company’s site, platform, servers, or networks and their availability.
- Collect, steal, or create a database by downloading and storing other user data.
The user and administrator accounts agree to update the shareholders and maintain the record listings of the company. The user is responsible for a complete and updated sharelistings of the company, and the liability for any information inconsistent with the actual shareholder records of the company. If you are using or setting up an account with the Company on behalf of your company, entity, or organization, then you represent and warrant that you are an authorized representative. An authorized representative of the company shall be responsible for the updated recordkeeping of the user’s company.
The company, in its sole discretion, may terminate any account or access to the use of the platform or site for any or no reason, and at any time. The company also reserves the right to discontinue any service or access at anytime, including to display any user data, if we find or believe the user has acted in violation or inconsistently with our terms of this agreement. Suspected illegal, fraudulent or abusive acts of any kind may serve as grounds for termination of service or access to our platform.
Each of the Parties hereto (if You are entering into this Agreement on behalf of a company or other legal entity) represents and warrants that it is duly formed and in good standing under the laws of the governmental entity of its formation; that it has all necessary rights, powers, and authority to enter into and perform this Agreement; that the execution, delivery, and performance of this Agreement has been duly authorized; and that the execution and performance of this Agreement will not breach any agreement, covenant, court order, judgment, or decree to which such Party is a party or by which it is bound. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its Affiliates to the terms of this Agreement, in which case, the terms “You” and “Your” shall refer to such entity and its Affiliates. Each Party further acknowledges that it has read this Agreement, understands it, and agrees to be bound by it.
GOVERNING LAW & JURISDICTION
These conditions are governed by and construed in accordance with the laws of the State of Delaware. You hereby expressly agree to submit to the exclusive personal jurisdiction for the purpose of resolving any dispute relating to this or access to or use of the service by you, Agents or end users.
ARBITRATION SETTLEMENT PROCEEDINGS
Any dispute arising out of or related to this Terms & Conditions shall be finally settled by the Arbitral Tribunal at the Delaware County Court of Common Pleas or in accordance with the Rules of Delaware Court in effect on the date of commencement of the proceedings.
Disclaimer of Warranties
Our website, content, third party or user data and services are provided “As Is” and “As Available” and may be subject to omissions, inaccuracies, errors and without warranties either express or implied. Eqvista does not warrant or make any representations regarding the use of our website, content or data as to their completeness, accuracy, non-infringement of third party rights, timeliness, reliability or otherwise. You understand as the user of our website and services are your own risk and discretion, and will be solely responsible for any damages or loss of data. Eqvista will not be responsible nor liable for any damages, destructions, losses, deletions, corrections, claims of liability, failure to maintain or store user or any third party data.
Eqvista offers our platform as a service provider, and does not give any business advice, legal advice, investment advice, tax advice to anyone using our platform or accessing our site. Eqvista is not and does not claim to be a broker, and nothing contained within our services or use of our platform constitute a recommendation, sale or offer to buy and sell securities. Each user of our platform is responsible for their own decisions based upon their own research and due diligence, which the company has no responsibility for.
You agree to the conditions of your use of the Eqvista platform, and agree to waive and release any and all claims, causes to actions or rights you may have against Eqvista for the review and submission of materials or data made available through our platform.
Limitation of Liabilities
Under no circumstances will the company, its affiliates, employees, agents, contractors, third party providers, licensors or suppliers be liable for any indirect, incidental, consequential, punitive, reliance, special or exemplary damages that result from the use of your inability to use the information or content on the service or software, or anything that allow the limitation or exclusion of liability for incidental or consequential damages.
Applicable law may not allow for limitations on certain implied warranties or exclusions or limitations of certain incidental or consequential damages. If such law applies to you, some or all of the above limitation or exclusions, may not apply to you, and you may have additional rights. In such cases, the company’s liability will be limited to the fullest extent which is permitted by applicable law.
You acknowledge and agree that the company offers its software, products, services, and prices of these terms reliant upon the disclaimers of warranties and the limitations of liabilities, and that the disclaimers of warranties and the limitations of liabilities reflect a reasonable and fair allocation of risk between the company and you , and that the disclaimers of warranties and the limitations of liabilities make up an essential basis between the company and you.
You agree to defend, indemnify, and hold harmless Eqvista, its shareholders, agents, partners, directors, officers, employees, subsidiaries, agents, suppliers, third party provides and content providers from all claims of damages, losses, liabilities, claims and expenses, (including attorney’s fees), as relating to directly or indirectly violating any terms of this agreement, unlawful behavior and misuse of the Eqvista shares platform.
The 409A valuation is an appraisal of the fair market value of Start-up Company’s common stock. We offer 409A valuation through third party. Our partners own all the right to independently evaluate the worth / Fair market value of our company’s stock / deferred compensation periodically by using an IRS / IRC -approved valuation method and scheduled or mentioned in the prospectus under the SEC norms and publish the strike price as per the US law. All the tax, penalties and interests in case of any breach on taxable income or stock options. Our partners use Section 409A’s three approved valuation methods Viz;
- Independent Appraisal,
- Illiquid Start-up Appraisal,
- Restricted Stock as an Alternative to Section 409A.
These valuations apply for up to 12 months unless there are intervening events that would reasonably and materially impact FMV.
This Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the United States Internal Revenue Code (the “Code”). Our partners reserve the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or to take any other actions, as the Company determines are necessary or appropriate to ensure that the Option qualifies for exemption from, or complies with the requirements of, Code Section 409A; provided, however, that the Company makes no representation that the option will be exempt from, or will comply with, Section 409A of the Code, and makes no undertakings to preclude Section 409A of the Code from applying to the Option or to ensure that it complies with Section 409A of the Code. For the avoidance of doubt, the user hereby acknowledges and agrees that the valuation partner or we will have no liability to the user or any other party if the grant, vesting, exercise, issuance of shares or any other transaction under this Agreement is not exempt from, or compliant with, Code Section 409A, or for any action taken by the Company with respect thereto.
THIS WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, AND MAY BE SUBJECT TO ERRORS, INACCURACIES OR OMISSIONS.
Eqvista Inc. MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIS WEBSITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THEIR COMPLETENESS, ACCURACY, TIMELINESS, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR FREEDOM FROM COMPUTER VIRUSES. YOUR ACCESS TO AND USE OF THIS WEBSITE AND THE CONTENT ARE AT YOUR SOLE RISK. WE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), LOSSES, CLAIMS OR LIABILITY, KNOWN OR UNKNOWN (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE OR DATA), ARISING OUT OF THE USE OF (OR INABILITY TO USE) THIS WEBSITE, THE CONTENT, OR ANY THIRD-PARTY SITE LINKED TO THIS WEBSITE.
The above disclaimer applies to any damages liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or other cause of action.
MODIFICATIONS OF TERMS
Eqvista reserves the right, at its sole discretion, to modify, change, alter, add or remove portions of our terms of service at any time. It is your responsibility and You agree to review to these terms and posting of changes from time to time. The continued use of our website after the posting of any changes means that you accept and agree to these changes.
All content, unless otherwise stated, is copyright © 2019 Eqvista All rights reserved.