Date Last Revised: April, 2009

Terms of Use

Welcome to a better way to find liquidity in private company shares.

Thank you for your interest in SharesPost. If, after reading through our Terms of Use, you still have questions about our service, we invite you to learn more about our product, our company and our security.

Our goal is to help you find a more efficient way to buy or sell private company shares online.

SharesPost Terms of Use Agreement (“Agreement”)

This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site owned and operated by SharesPost, Inc., a Delaware corporation (“SharesPost”), and located at www.SharesPost.com (“SharesPost”). By using SharesPost you agree to be bound by the terms and conditions of this Agreement and of SharesPost's Privacy Policy, as they may be amended from time to time in the future (see “Modifications” below).

1. Accepting these Terms of Use

By using the website, information, tools, features and functionality located on SharesPost (together the “Service”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the SharesPost website) or you are a “Member” (which means that you have registered with SharesPost). The term “you” or “User” refers to a Visitor or a Member. If you wish to become a Member, communicate with other Members and make use of the Service, you must first register at www.sharespost.com/register..

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with SharesPost. 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 local copy of this Agreement for your records.

2. Privacy

For information about SharesPost’s data protection practices, please read SharesPost’s Privacy Policy, which is hereby incorporated into this Agreement. This policy explains how SharesPost treats your personal information, and protects your privacy, when you access SharesPost and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site, or as otherwise specified upon posting.

3. The SharesPost Service

At SharesPost, we provide a platform for members that will result in greatly enhanced liquidty for private company shares. Buyers and sellers that would not otherwise have found one another will be able to transact and pricing will be set by the dynamics of the open market.

4. Information from Third Parties

SharesPost may work with one or more third-parties to provide certain online information in connection with the Service. SharesPost does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality or non-infringement. SharesPost is not responsible for the products and services offered by third-parties, or on third-party sites.

5. 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 web sites belonging to SharesPost advertisers and other third parties. SharesPost 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 our site), and SharesPost is not an agent or broker or otherwise responsible for the activities or policies of those web sites..

6. Your Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your LoginID e-mail address, allows you to access the Service. That Login ID and password, together with any mobile number or other contact information you provide form your “Registration Information.”

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. 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 our site, accessible through any standard, commercially available internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify SharesPost immediately at the email address – security@SharesPost.

7. Your Use of the Service

Your right to access and use SharesPost and 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 SharesPost 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 SharesPost may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of SharesPost or other actions that SharesPost, in its sole discretion, may elect to take. SharesPost cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. SharesPost cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Service, Account Information is only as fresh as the time shown.. You can refresh your Account Information through the Service, in the manner prescribed in the associated instructions.

8. Online and Mobile Alerts

SharesPost 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 SharesPost account, such as a change in your Registration Information. You do not need to activate these alerts. Although you may have the option to suppress some of these automatic alerts, we recommend that you do not since they may be security-related.

Voluntary account alerts may be turned on by default as part of the Service. SharesPost may add new alerts from time to time, or cease to provide certain alerts at any time upon 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.

Any such electronic alerts will be sent to the email address you have provided as your primary email address for SharesPost. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change. Changes to your email address will apply to all of your alerts.

Alerts may include your SharesPost Login ID and some information about your accounts.. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future alerts.

9. 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. SharesPost does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that SharesPost 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.

10. Rights You Grant to Us

As the owner of any information, data, passwords, usernames, PINs, other log-in information, materials or other content (collectively, “Accounts Content”) you provide to us through the Service, you are licensing, free of any charge, the Accounts Content to SharesPost solely for the purpose of providing the Service. SharesPost may use such Accounts Content, but only to provide the Service to you. By submitting Accounts Content, you represent that you are entitled to submit it to SharesPost for use for this purpose, without any obligation by SharesPost to pay any fees or other limitations.

You hereby authorize and permit SharesPost 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.. You understand and agree that the Service is not sponsored or endorsed by any third parties accessible through the Service.

11. SharesPost’s Intellectual Property Rights

The contents of SharesPost, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under United States and other applicable copyright, trademark and other laws. The contents of SharesPost belong or are licensed to SharesPost or its software or content suppliers. SharesPost grants you the right to view and use SharesPost subject to these terms. You may download or print a copy of information provided on SharesPost for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from SharesPost, in whole or in part, for any other purpose is expressly prohibited without our prior written consent.

12. Access and Interference

You agree that you will not:

  1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor SharesPost or any portion of SharesPost, without SharesPost’s express written consent, which may be withheld in SharesPost’s sole discretion;
  2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search SharesPost, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
  3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of SharesPost or the Service; or
  4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of SharesPost or the Service.

13. Rules for Posting to Bulletin Boards, Blogs or Elsewhere on the Service

As part of the Service, SharesPost may allow Members to post content on bulletin boards, blogs and/or at various other publicly available locations on SharesPost.

  1. You are responsible for all content you submit to SharesPost.
  2. By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with SharesPost and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through SharesPost, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of SharesPost and under this Agreement.
  3. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
  4. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
  5. You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of SharesPost, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
  6. Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in any areas (e.g., a classified bulletin board) that may be designated for such purpose.
  7. You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of SharesPost that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
  8. You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.

14. Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH SHARESPOST OR PROVIDED THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. SHARESPOST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF SharesPost OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

SHARESPOST MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON SharesPost OR OF THE SERVICE, WHETHER SUCH CONTENT IS PROVIDED BY SHARESPOST OR BY A USER OF THE SERVICE, AND SHARESPOST EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. SHARESPOST 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.

15. Not a Registered Exchange, Financial Planner, Broker-Dealer, Investment Adviser or Tax Advisor

NEITHER SHARESPOST NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE.

SharesPost is not a registered exchange under the Securities Exchange Act of 1934. Rather, SharesPost is a passive bulletin board for the use of its registered members.

SharesPost is not a registered broker or dealer under the Securities Exchange Act of 1934.

SharesPost is not a registered investment adviser under the Investment Advisers Act of 1940.

SharesPost also is not a financial or tax planner, and does not offer legal advice to any user of the service.

Your personal financial situation is unique, and any use of the Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any transaction, you should consider obtaining additional information and advice from financial and/or legal advisers who are fully aware of your individual circumstances.

16. Limitations on SharesPost’s Liability

SharesPost SHALL IN NO 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 SharesPost, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF SharesPost HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SHARESPOST LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS) OR THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO SHARESPOST WITHIN THE PAST ONE-YEAR, IF ANY, WHICHEVER AMOUNT IS GREATER.

YOU AGREE THAT ANY CAUSE OF ACTION ARSING OUT OF OR RELATED TO YOUR USE OF THE SHARESPOST SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE ACCRUES – OTHERWISE, ANY SUCH CAUSE IS PERMANENTLY BARRED.

17. Your Indemnification of SharesPost

You shall defend, indemnify and hold harmless SharesPost 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.

18. Ending your relationship with SharesPost

This Agreement will continue to apply until terminated by either you or SharesPost.

If you want to terminate your legal agreement with SharesPost, you may do so by closing your account for the Service.

Please use the directions below to cancel your account:

  1. Login to your SharesPost account.
  2. Go to “My SharesPost”.
  3. Locate the “Delete Account” option
  4. Select “Delete my Account”.
  5. Enter in the password for your SharesPost account.
  6. Select “Yes”
  7. Your SharesPost account will be removed.

SharesPost may at any time, terminate its legal agreement with you:

  1. if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
  2. if SharesPost in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
  3. for any or no reason, in SharesPost’s sole discretion, immediately upon notice to the e-mail address provided by you as part of your Registration Information.

19. Modifications of this Agreement

SharesPost may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on the SharesPost site. In addition, the Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit the SharesPost website and/or use the Service after those changes are posted.

20. Governing Law and Venue for Disputes

This Agreement, and your relationship with SharesPost under this Agreement, shall be governed by the laws of the State of California without regard to its conflict or choice of laws provisions. Any dispute with SharesPost, or its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, arising under or in relation to this Agreement shall be resolved exclusively within the county of Los Angeles, California, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case SharesPost may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, SharesPost is able to offer the Service at the terms designated, without charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with SharesPost, its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, arising out of or relating to your use of the Service or this Agreement:

* YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and

* YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

21. Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if SharesPost does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which SharesPost has the benefit of under any applicable law), this will not be taken to be a waiver of SharesPost’s rights and that those rights or remedies will still be available to SharesPost.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement (including the incorporated Privacy Policy), along with the Member Agreement entered into by a user if applicable, represents the entire understanding and agreement between you and SharesPost regarding the subject matter of the same, and supersedes all other previous agreements.