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 (“GSpartners”), any websites of subsidiaries and affiliates of GSPARTNERSLTD, and all information, content, tools, features and functionality located thereon (collectively, the “Service”). GSPARTNERS is owned and operated by GSPARTNERSLTD Financial Corporation (“”), a GSPARTNERS operates a platform for investors to get information regarding private company shares and to interact with GSPARTNERS Financial, as a INTRODUCING broker-dealer to, among other things, match buyers and sellers of such shares. When you use GSPARTNERS, you agree to comply with the GSPARTNERS 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 GS 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.
3. INFORMATION FROM THIRD PARTIES
GS Financial works with third-party providers of information in connection with the Service. GS 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. GS 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 GS advertisers and other third parties. GSt 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 GS 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 GS Financial in order to assist you with the Services provided by GS 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 GS Financial with your e-mail address, you agree to receive all required notices from GS 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 GS 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, in its sole discretion, may elect to take.
7. ONLINE AND MOBILE ALERTS
GS 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, GS Financial recommends that you leave them on, since they may be security-related.
Voluntary account alert be turned on by default as part of the Service. GS 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 GS 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. GS Financial does its best to provide alerts in a timely manner with accurate information. GS Financial does not guarantee the delivery or the accuracy of the content of any alert. You explicitly agree that GS 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 solely for the purpose of providing the Service.
You hereby authorize and permit GS 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. GS FINANCIAL'S INTELLECTUAL PROPERTY RIGHTS
FoGS“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 licence applicable copyright, trademark and other laws. The contents of GS belong or are licensed to GS Financial or its software or content suppliers. GS Financial grants you the right to view and use GS subject to these terms. You may download or print a copy of information provided on GS for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from GS, in whole or in part, for any other purpose is expressly prohibited without gs prior written consent.
12. 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.
13. 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.
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.
14. LIMITATIONS ON GS FINANCIAL'S LIABILITY
NONE OF GS 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 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 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.
15. YOUR INDEMNIFICATION OF GS FINANCIAL
You shall defend, indemnify and hold harmless gs 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. MODIFICATIONS OF THIS AGREEMENT
GS 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 use the Service after such changes are made.
18. ARBITRATION / GOVERNING LAW AND VENUE FOR DISPUTES
All controversies arising under this Agreement between you and gs (“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.
All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed, or an agreement between the parties to waive arbitration under this paragraph.
Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. The ability to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
The arbitrators do not have to explain the reason for their award.
The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
The rules of some arbitration forums may impose time limits for bringing a claim. In some cases, a claim that is ineligible for arbitration may be brought in court.
The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.