1. Introduction.
These Terms of Service (the “Terms of Service”) are a binding contract between you and Easop, Inc., a Delaware corporation incorporated at 651 N Broad St, Suite 206, Middletown, 19709, Delaware, USA, and with registered office address at 1411 Broadway, 16th Floor, New-York, NY 10018, USA (“Easop”, “we”, “us” and “our”).
Welcome to Easop. We understand you want to know what you can expect from us, and these Terms of Service are designed to describe our offering.
We aim to be transparent, however if anything is unclear, please let us know. If you have any questions, comments, or concerns about these Terms of Service, please contact us at hello@easop.com.
By “you”, we mean the legal entity that is ordering our services under these Terms of Service, and any of your affiliates together with your and your affiliates’ employees and representatives. If you are entering into these Terms of Service on behalf of a company, business, or other legal entity, you represent that you have the authority to bind such entity to these Terms of Service, in which case the term “you” refers to such entity (other than in this sentence).
By accessing, browsing, or otherwise using any aspect of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Services. These Terms of Service include the provisions in this document as well as those in our Privacy Policy and any other relevant policies applicable from time to time. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such services, you agree to also comply with these Additional Terms.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
2. Who we are.
Easop is a site (www.easop.com), a service, a blog and platform (together, the “Services”) that provide document automation, equity incentives plan management, and other features relating to the management of share ownership plans for teams operating on a global scale.
As set out in section 7, Easop is not a law firm and does not provide legal, tax, accounting, or financial advice. Moreover, Easop does not flag or take care of any reporting obligation you may have for your US tax resident grantees.
3. Privacy.
Easop takes the privacy of its users seriously. For the current Easop Privacy Policy, please refer to our Privacy Policy.
4. Will these Terms of Service ever change?
We are constantly trying to improve our Services, so these Terms of Service may need to change along with our Services. We reserve the right to change the Terms of Service at any time, but if we do, we will send you an email, and/or notify you in writing by some other means. If you do not agree with the new Terms of Service, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms of Service is effective, that means you agree to all the changes. Any new Terms of Service will apply to the contractual relationship between you and Easop on the first day of the second month following the date of the notification.
5. What are the basics for using Easop?
You represent and warrant that you are an individual of legal age to form a binding contract. You will only use the Services for your own internal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with the laws that apply to you. If your use of the Services is prohibited by applicable laws, then you are not authorized to use the Services. We cannot and will not be responsible for you using the Services in a way that breaks any applicable laws.
6. Who is Easop acting for?
In the course of using the Services, you will be able to share documents with third parties and give those parties access to certain parts of your company’s profile on our platform, which will allow those parties to view and sign documents, view your company’s profile (e.g., extracts from the cap table relating to the ESOP pool), view the status of equity awards, and contact our customer support team. For the avoidance of doubt, we act for and accept instructions solely from you as the legal entity ordering our Services, and we do not act for any third party, including the company’s founders, employees, consultants, board members, investors, advisors, or other affiliates.
7. Does Easop provide legal, tax, accounting, and financial advice?
No.
a. General
Our platform constitutes an online portal that provides information and access to a mix of industry standards, open-source, third party and proprietary documents, guides, templated forms, analytics and data, team administration functionality, ESOP pool modeling, and additional features to assist with the completion of tasks relating to the management of the lifecycle of equity awards.
As you navigate through our Services and generate legal documents on our platform, you will be guided by our ‘hints’ that help you choose the required data and, in some instances, whether to include or not include a particular term or clause in a legal document. These hints have been created to help you understand different terms and business decisions. Whilst sourced from industry experts and reflecting industry best practice, they are provided for general information only and are not intended to amount to individualized or customized legal, tax, accounting, or financial advice on which you should rely. If at any point you are still uncertain about your selection, you should envisage obtaining professional or specialist advice from independent legal, tax, accounting, or financial advisors before taking or refraining from any action based on those hints.
b. Country portals
You will also be able to “unlock new geographies” on our platform, which will give you and your company’s employees and independent service providers access to country portals, i.e., general information on the local tax and reporting obligations applicable to a certain type of equity award granted to a team member with a certain type of business relationship with the issuing company or an affiliate of the issuing company. The information available on the country portals is drawn from our network of trusted local firms that have been selected with care and which we intend to update regularly. However, none of the information provided therein amounts to legal, tax, accounting, or financial advice, but is presented for information purposes only. We make no representations, warranties, or guarantees, whether express or implied, that the information in our country portals is accurate and complete with regard to your particular circumstances.
The country portals have been prepared on the following assumptions: (a) the grantee has its tax residence in the country that you have unlocked on our platform, and will be subject to tax and social security in such country from the time of grant of the equity awards to the time of sale of the underlying shares (if any), (b) performs its employment or, as the case may be, consulting agreement in its country of residence only, (c) is not subject to US income tax (unless it has its tax residence in the United States).
All content included in the country portals is for informational purposes and aims at facilitating the communication between you and the grantees, and between the grantees and their own tax, financial, legal, or accounting consultants. It does not purport to be exhaustive and may not reflect the most current legal and regulatory developments. They have been prepared to make the explanations short and readable for a large audience and attempt to deal with the most common situations. Therefore, they only include the highlights, and some legal rules are not addressed, even though they may be important in particular cases.
The country portals only mention advantageous tax regimes directly related to equity compensation, are not offered as legal or professional advice for any specific matter, and Easop does not provide any guarantee as to the grantee’s personal tax result, which will vary depending on the grantee’s individual circumstances. It is not intended to be a substitute for reference to (and compliance with) the detailed provisions of applicable laws, rules, regulations, or forms. Easop does not guarantee the completeness of the content of the country portals and expressly disclaims any and all liability to any person in respect of the consequences of anything done or permitted to be done or omitted to be done wholly or partly in reliance upon the whole or any part of the content of the country portals.
c. Communication with our customer support team
Likewise, as you navigate the platform and use our Services, you can communicate with our customer support team. From time to time, you will have certain questions you would like to receive our recommendation on. We will try to provide you with an informed response based on our experience or direct you to a relevant resource. However, at no point does this information qualify as legal, tax, accounting, or financial advice, nor should it be taken in substitution to such qualified professional advice. No lawyer-client relationship is created between you and the person from our customer support team answering your questions at any time, regardless of whether that person is an individual qualified to practice law in the United States or any other jurisdiction.
If your question cannot be fully answered by our customer support team, in some cases you may be put in contact with our in-house legal team to receive further guidance and information. Some members of our legal team might be qualified to practice law in the United States or elsewhere, but it is important that you understand that this qualification does not apply to Easop as a company, to our Services or to any work carried out by those members of our team who are not qualified to practice law under the relevant jurisdiction.
Any answers provided to you by our legal team are provided for no additional fee as part of our customer support service, but these answers do not create an attorney-client relationship between you and our legal team. The responses you get via this service do not qualify as legal advice and they are intended as general guidance to help you make informed choices on the platform and make you aware of general legal considerations related to your query. If you remain uncertain, you must either verify the information that we provide with a qualified professional such as a qualified and regulated legal, tax, accounting or financial professional in your jurisdiction or ask us to investigate a particular legal issue with our network of local legal counsels, with any legal fees incurred on our end being borne by you. If you prefer, we can also put you in contact with one of our local counsels directly.
d. Acknowledgements
For the avoidance of doubt, by using our platform and Services, you agree that:
- You are solely responsible for the appropriate selections within any documents;
- The hint text, instructions and tutorials are created for a wide audience and may not suit your individual company’s needs, and may be out of date for your company’s needs at any given time;
- The documents available via the platform may not fit your specific circumstances. You should make your own judgment on the suitability of any such materials to your or any third party’s circumstances;
- we are not providing legal, tax, accounting, financial, investment brokerage or any other advice. Our platform, website, blog or discussions with our customer support team should not be used as a substitute for advice from qualified legal, tax, accounting or financial professionals relevant to the jurisdiction in which you or your company are operating;
- Whilst we deny that any legal responsibility arises when you use the platform or our Services, in the event we are wrong, we exclude all legal responsibility and costs for reliance placed by anyone on the platform, our Services or information gained from our customers.
8. Use of employees employed via an employer of record.
As you navigate through our Services and generate legal documents on our platform, you will notice that you will be able to generate documentation and receive information regarding grantees employed by a local “employer of record”. Easop does not give any guarantee as to the legal validity of such a construct under local laws, nor in general, to the validity of any professional relationship between you and your employees, contractors or advisors.
9. No responsibility for 409A valuation.
Easop does not take any position on the validity of your 409A valuation and its recognition by the tax authorities in any country, whether in the United States or elsewhere.
It is up to you, with the assistance of your external counsels, to the extent you deem it useful, to assess whether any significant event took place which would render the 409A outdated before the expiry of the standard 12 months validity term. Easop is not aware of your particular situation and therefore cannot guarantee that your 409A valuation is still valid at any point in time. It is your responsibility to inform our customer support team if you think there has been a significant event which could invalidate your current 409A valuation.
A 409A valuation is relevant for US tax purposes. As such, it does not bind any tax authority outside the US. While Easop will make every effort to indicate the likelihood of acceptance by a foreign authority of a 409A valuation, it will always be up to you to ultimately decide whether your company’s 409A valuation should be used in a particular circumstance (e.g., in order to determine the exercise price, or to determine the amount relevant for tax and social security purposes at the time of exercise of stock options). Easop does not give any guarantee in this respect.
10. What are my rights in the Services and are there restrictions in how I can use the Services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, anything you post, upload, share, store, or otherwise provide through the Services (“User Submissions”) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.
You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content; or (ii) in a way that violates someone else’s (including Easop's) rights.
Subject to these Terms of Service, Easop grants each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from Easop. You understand that Easop owns the Services. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
You represent, warrant, and agree that you will not contribute any Content or User Submission or otherwise use the Services or interact with the Services in a manner that:
- infringes or violates the intellectual property rights or any other rights of anyone else (including Easop);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy or tax laws or any other purpose not reasonably intended by Easop;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing grounds for termination of your right to use or access the Services without notice.
11. No responsibility for external content.
The Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Services via various online Third-Party Services, such as social media and social networking services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Services, please see our Privacy Policy. Easop has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Easop, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Easop enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services are between you and the third party. Easop will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
12. Modification of the Services.
We are always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give you notice when we make a material change to the Services that would adversely affect you, but this is not always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
13. Upload of external documents to the platform.
As you navigate through our Services, you will be given the option to, upon your request, upload your own equity award documents (e.g. country-specific addenda which you would have already created with your lawyers for certain jurisdictions). You are entirely responsible for the content of any documentation which you add or upload on our platform. The Easop team does not review or check the legal status, enforceability or consistency vis-à-vis the other terms of the documents that have been generated through Easop, of any external documentation you upload to our platform, and we will not be responsible or liable with respect to any subject matter or terms contained therein or resulting from a discrepancy between the external documents and the documents generated through our platform. We will not make any legal updates of your external documents.
14. Pricing.
a. General payment information
You will pay us the fees described for each Service you subscribe for or purchase in accordance with the Engagement Letter, including these Terms of Service (the “Fees”). The price must, unless otherwise specified, be considered as expressed in dollar (USD) and exclusive of value added tax (VAT).
We reserve the right to change the Fees or applicable charges and to institute new charges and Fees, subject to us giving you notice one month in advance. Any new Fees will apply to the contractual relationship between you and Easop on the first day of the second month following the date of the notification.
For subscriptions or purchases made on the platform, payment is due on the terms applicable to that subscription or purchase as displayed at the point of purchase. For example, some of our products will ask you to “unlock” them before you can access them. This will for instance be the case when you want to “unlock a new geography” to have access to the right set of legal documentation and a country portal containing information on the local tax and regulatory regime. In order to “unlock” those products, you will need to enter valid payment details and pay immediately to use the product.
For purchases that are invoiced by Easop, payment is due on the invoice date. Unpaid amounts may result in termination of Services.
You will be responsible for all taxes associated with your use of Services that are attributable or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.
b. Subscription services
When your onboarding with Easop is completed and you are using the platform for the first time, the first Service Term will start. The Service Term will be 30 days (if you choose a monthly plan) or 1 year (if you choose a yearly plan) for our subscription products, and that Service Term will be automatically renewed and you will continue to be charged Fees for the subscription, on a monthly (if you are on a monthly plan) or yearly (if you are on a yearly plan) basis for so long as you continue to subscribe for each subscription product and so long as the payment details attached to your company remain valid. If you want to unsubscribe, you can give us notice at least 30 calendar days before the end of the Service Term.
You can switch to a yearly subscription term at any time. Yearly subscriptions can be upgraded, downgraded or canceled on the anniversary of the commencement of that yearly subscription.
c. One-off products
Other products, such as when you unlock a new geography, are purchased on a one-off basis. Once purchased, you will have unlimited access to that product for so long as you have a valid subscription to the relevant subscription package that the product relates to.
When you purchase a one-off product, whether you use one, or all of the documents included in the particular product, you are nevertheless liable to pay us the Fees in full for that product.
d. Payments
You may be required to select a payment plan and provide information regarding your credit card or other payment instrument in order to pay the Fees. You represent and warrant to Easop that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Stripe (as defined below) of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Easop the Fees specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Easop (through Stripe) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Easop know within sixty (60) days after the date that Easop charges you, or within such longer period of time as may be required under applicable law. If Easop does change prices, Easop will provide notice of the change through the Services user interface, a pop-up notice, email, or through other reasonable means, at Easop’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Services, other than taxes based on Easop’s net income.
Notwithstanding any amounts owed to Easop hereunder, EASOP DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Services via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”). These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to these Terms of Service, users that use the payment functions of the Services also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Services. Please contact Stripe for more information. Easop assumes no liability or responsibility for any payments you make through the Services.
e. Refunds
We will not provide our documents or products to you to inspect or review before you decide to purchase. We encourage you to ask for a web demonstration given by one of our team members who can show you over screen sharing software what any given product contains and how our Services work. We also have internet tutorials on our website that can provide more insight into the product or Service you are thinking about purchasing.
Occasionally, you might purchase a product or Service on the Platform and then realize that it is not fit for your intended purposes, if that happens, please contact us.
If we discover, following a refund, that you have downloaded a document from the platform that you told us you no longer wanted to use, but in fact did use, whether in a modified form or not, we will invoice you for the cost of the document and expect payment of our Fees.
f. Incorrect bills
If you believe that we have billed you incorrectly you must contact us no later than 7 days after the invoice in which the error or problem appeared. Inquiries should be directed to hello@easop.com.
15. Term and termination.
a. Term of the agreement
Subject to earlier termination as provided below, our agreement under these Terms of Service is for the term specified in the plan you signed up for (i.e. monthly or yearly). Upon expiry, the plan may auto-renew (if applicable) in accordance with section 14 b.
b. Termination rights
In addition to any other remedy, either party may also terminate our agreement by giving notice 30 days prior to the expiration of the relevant term (month or year).
We may terminate our agreement with you with immediate effect for a material breach of these Terms of Service. You will pay in full for the Services that you contracted for. For a reasonable amount of time following any termination, you will be able to access and save your documents and data upon request.
We will continue storing your documents and data for a reasonable amount of time following non-renewal of your subscription so that you can continue where you left off once you choose to re-subscribe, but we do not guarantee that we will store this data forever and will not be held responsible or assume any liability for its deletion. As such, we recommend you download your documents and data before your decision not to renew your subscriptions so you have your own copy of that information should you need them outside of being an Easop subscriber.
Some of the terms in our agreement will continue to be enforceable, even after termination including, without limitation, the right to be paid, confidentiality obligations, and limitations of liability.
16. Disclaimers and limitations of liability.
a. Warranty disclaimer
Easop and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Easop and all such parties together, the “Easop Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Easop Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Easop Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT (INCLUDING LEGAL DOCUMENTS GENERATED BY EASOP) ARE PROVIDED BY EASOP (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
b. Indemnification
You agree to defend, indemnify, and hold harmless the Easop Parties from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Easop Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Easop Party. Easop will provide notice to you of any such claim, suit, or proceeding. Easop reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Easop’s defense of such matter. You may not settle or compromise any claim against the Easop Parties without Easop’s written consent.
c. Limitation of liability
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY:
(A) FOR USE OF THE PLATFORM, SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM OR SERVICES, OR FOR ANY ERROR RELATING TO THE USE OF YOUR OWN CAP TABLE MANAGEMENT SOLUTION, WHETHER COMMITTED BEFORE OR AFTER YOUR ONBOARDING ON EASOP;
(B) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA (INCLUDING DATA FROM YOUR CAP TABLE MANAGEMENT SOLUTION) OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
(C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
(D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR
(E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to bring any claim (including negligence) in connection with any of the Services only against us, and not against any individual, however described.
17. Insurance.
We have a technology professional indemnity insurance in place to cover claims in connection with the platform and/or related Services, as well as in relation to consultancy services performed in relation to our products. Since we are not a law firm, we are not required to take out compulsory professional indemnity insurance.
18. Confidentiality.
Your relationship with us is not legally privileged in the way it would be if you were working with a regulated legal professional. Nevertheless, in the course of assisting you with one of our Services, both of us understand that the other party has disclosed or may disclose business, technical, financial or other confidential, sensitive or proprietary information relating to their business (“Confidential Information”). Confidential Information includes non-public information regarding features, functionality and performance of the Services, non-public information data provided by you to us to enable the provision of our Services (company data, financials, valuation reports (e.g. 409A certificates)), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.
The foregoing provisions will not apply with respect to any information that any of us can prove (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the other party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Confidential Information owned by the other party; or (e) is required to be disclosed by law.
19. Representation with respect to data subjects.
You represent and warrant that you have provided or will provide relevant data subjects with all notices and obtain from them all rights and consents necessary for the provision of data relating to these data subjects to us, and the processing of such data by or on our behalf in the context of the subscription. As between you and us, you are solely responsible for providing such notice and obtaining such consent.
20. Dispute Resolution.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Easop, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Services, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Easop are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND EASOP AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND EASOP AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Easop is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at hello@easop.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Easop should be sent to 1411 Broadway, 16th Floor, New-York, NY 10018, USA (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Easop and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Easop may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Easop or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Easop is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Easop and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for USD 10,000 or less, Easop agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds SUD 10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is USD 75,000 or less, at your request, Easop will pay all Arbitration Fees. If the value of relief sought is more than USD 75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Easop will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Easop will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, Easop agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Easop written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).