End-User License Agreement
1. Scope
This end user license agreement ("EULA") applies to you as a natural person ("End User" or "you") and governs your right to access and use Ledgy’s equity management digital platform ("Platform" or “Software”) in relation to equity interests you hold (or have held) in a company (“Company”).
Ledgy provides equity management SaaS and related services to Companies (“Company Services”) via a separate agreement with the Company or with a third-party service provider acting on behalf of the Company (and in either case, the entity which holds an agreement with Ledgy is referred to hereinafter in this EULA as the “Customer”).
Depending on how the Platform has been configured for a particular Company pursuant to Ledgy’s agreement with the Customer, the Platform enables End Users (or those delegated to access the Platform on their behalf (“Delegate” and all references hereinafter to “End User” are deemed to include references to Delegates) to access equity-related information, to communicate with the Company about their equity interests and/or to record certain decisions in relation to their equity interests, including exercising options and/or selling shares (“End User Services”). You are aware that Ledgy acts as an information access and communication platform only in relation to the provision of End User Services.
In addition, the Platform may allow for certain additional services to be provided to End Users by third parties, such as fiduciary, trustee, brokerage or custody services (“Third Party Service(s)” and “Third Party Service Provider”). Such Third Party Services may or may not be provided via the Platform or via an integration with the Platform.
Where a Third Party Service Provider provides Third Party Services directly to End User, a separate agreement will be entered into between the Third Party Service Provider and End User (in some cases via the Platform) (“Third Party Service Agreement”). End User acknowledges and agrees that Third Party Services are provided exclusively by Third Party Service Providers in their own name and for their own account pursuant to the Third Party Service Agreement, and not by Ledgy. Third Party Services may be subject to fees and charges which will be displayed to End User prior to incurring such fees or charges.
This EULA applies to natural persons only and does not govern the relationship between Ledgy and the Customer or Ledgy and any Third Party Service Provider. The relationship between Ledgy and the Customer is governed by Ledgy's Terms of Service (or a variation thereof) available at https://ledgy.com/legal/terms-of-service.
All Services the subject of this EULA are offered by Ledgy AG, Sihlquai 125, 8005 Zürich, Switzerland.
To access or use the End User Services you must agree to this EULA. End User agrees to this EULA by accessing and using the End User Services or any Third Party Services.
This EULA, together with all other referenced documents, forms a legally binding agreement between you and Ledgy.
If you do not agree to this EULA, you may not use or access the End User Services.
2. End User Services
2.1 Access & License
End User needs to register an account ("End User Account") to access and use all or part of the End User Services. End User Accounts registered by bots or automated methods are not authorized and will be terminated.
If authorised to do so by its Customer, and pursuant to the terms of this EULA, Ledgy grants the End User a limited, non-exclusive, revocable, non-transferable or sublicensable license to use the End User Account and access the End User Services.
End User is responsible for maintaining the confidentiality and security of their information and their End User Account access credentials and for maintaining the ability to receive email and other communications from Ledgy, access the Platform and retrieve and access documents sent via electronic delivery. End User is responsible and liable for activities conducted via the Platform or as part of the End User Services, regardless of whether the activities are authorised by End User or not and whether they are undertaken by End User or not, and Ledgy is not responsible for unauthorised access to End User Account.
End User must immediately notify Ledgy if there is any suspicion that their End User Account access credentials have been lost, stolen, or their information is otherwise compromised. End User may not share their access credentials with any other person.
2.2 Access to Third Party Services
Where Ledgy offers access to Third Party Services to the End-User, the Platform serves as a mere communication tool.
Third Party Service Providers may provide, amongst other Third Party Services, fiduciary, trustee, brokerage, custody, payment processing and related services.
Neither Ledgy nor the Customer are part of the contractual relationship between End User and a Third Party Service Provider pursuant to the Third Party Services Agreement..
End User acknowledges that in no circumstances does Ledgy provide instructions regarding the sale of equity interests and only an appropriately authorised Third Party Service Provider may take such steps on behalf of End User pursuant to an applicable Third Party Services Agreement.
3. Rights & Obligations of Ledgy
Ledgy:
- makes the End User Services available to End Users and uses reasonable care and skill in the performance of the End User Services and in keeping the End User Services free from viruses and other malicious software programs;
- regularly carries out maintenance or improvements to the End User Services and its infrastructure, but does not guarantee that the End User Services will function without any interruption or disruption. End Users acknowledge that this may result in temporary delays and interruptions from time to time;
- may subcontract some or all of its obligations under this EULA to third parties.
Ledgy reserves a right to ask End Users to provide feedback through forms, questionnaires, and polls in order to improve the End User Services ("Feedback"). Ledgy may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to End User. End User assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Ledgy and acknowledges it has no claim in relation to the Feedback, regardless of whether the Feedback was provided voluntarily or following Ledgy's request for Feedback.
4. Rights & Obligations of End User
End User agrees that:
- they shall not access the Platform or End User Services if they are subject to any international sanctions;
- they shall not modify, adapt, translate, reverse engineer, decompile, or disassemble the Software;
- they shall not sell, sublicense, lease, or distribute the Software or any part of the End User Services to third parties;
- they shall not use the End user Services or the Software for any unlawful, illegal, or unauthorized purpose or to share inappropriate content or material;
- they shall not use the End User Services to send spam such as unwanted or unsolicited bulk emails or messages;
- they shall not transfer their access rights to any other individual or entity;
- they shall not use the Software or End User Services to store or process any data not related to their relationship with the Company;
- they shall not introduce or attempt to introduce any virus or other malicious or damaging software to the Software or End User Services;
- they will ensure that any data or content they register, upload, share or make public via the End User Services (“Content”) and their usage of the Content or End User Services will not violate applicable law. End User is solely responsible for the maintenance and use of Content in the context of the End User Services;
- the use of the End User Services requires skill and judgment, and End User shall at all times exercise their own skill and judgment in the use of the End User Services;
- documents generated by the Platform may be executed by electronic signatures. By entering your electronic signature into a document on the Platform, End User consents to the use of their e-signature to create a legally binding document.Ledgy reserves the right, without liability, to disable or terminate End User’s access to the End User Services and remove any data or other material that breaches the provisions of this clause.
5. Term & Termination (or Suspension)
End User may deactivate their End User Account at any time.
Ledgy may suspend or terminate your access to the End User Account or the Software generally at any time without liability if Ledgy suspects or determines that you have violated the terms of this EULA or applicable law, if your access is revoked by the Customer (or the Company, if different) or if Ledgy’s relationship with the Customer terminates for any reason.
Ledgy may also, at its sole discretion and at any time, suspend or terminate your use of the End User Services without prior notice, and without any liabilities of any kind, in case Ledgy suspects or determines that your use of the End User Services poses a security risk, could impact the operation of our systems or delivery of the End User Services, could subject Ledgy or a third party to liability, is fraudulent or wrongful, or if needed to comply with the law or requests from public authorities.
Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.
6. Intellectual property
Each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Software, Platform and End User Services or any part of them remain vested in Ledgy at all times.
7. Data protection
Ledgy collects and processes personal data as described in its Privacy Policy available at https://ledgy.com/legal/privacy-policy. Ledgy protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland, the European Union and United Kingdom.
End User authorizes Ledgy to use, process, and store relevant data for the performance of this EULA and to use anonymized data to improve its services or for analysis purposes.
8. Liability & Indemnity
Ledgy shall not be liable to End User for any indirect, incidental, special or consequential damages arising out of or relating to this EULA or resulting from the use or the inability to use the End User Services (or any Third Party Services), including but not limited to damages for loss of profits, goodwill, customers, savings and revenue, use, data or other intangible damages, even if Ledgy has been advised of the possibility of such damages.
Subject to the above paragraph, Ledgy is fully liable to the End User for damages resulting from Ledgy's gross negligence, fraud or wilful misconduct or for death or personal injury due to its negligence.
In all other cases, Ledgy's liability under this EULA is excluded to the maximum extent permitted under applicable law.
Ledgy will not be held liable for inaccuracy, incompleteness or timeliness of the End User Services or the information provided by the Customer (or Company if different), other End Users or Third Party Service Providers, or the incompatibility of the End User Services with any specific objectives that the End User is hoping to achieve.
Whenever End Users are communicating with Third Party Service Providers via the Platform, Ledgy does not take any responsibility and shall not be held liable regarding the content of such communication.
All equity-related data available on the Platform is made available on behalf of the Customer or Company and End User does not have any rights exercisable against Ledgy in regard to such data.
End User will defend and hold harmless Ledgy, its subcontractors, partners, affiliates, and their respective officers and employees against any third party claim alleging that any of your Content infringes that third party’s intellectual property rights, and you will pay the amount of any adverse final judgment or settlement.
9. Warranties, Disclaimers & Warnings
End User acknowledges that the End User Services are intended for informational purposes without regard to any particular person or entity’s investment objectives, financial situation or means, and Ledgy is not promoting, soliciting or recommending any action based on End User’s use of the End User Services. Any material contained within the Platform or End User Services is not to be construed as a recommendation; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument.
End User should not construe any of the material contained on the Platform or within the End User Services as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice. Ledgy takes no responsibility for the actions or omissions which you take (or do not take) on the basis of the information on the Platform or within the End User Services.
Investments made in unlisted companies give rise to substantial risk and are not suitable for all investors, and End Users should not enter into any transactions unless they have fully understood all such risks and have independently determined that such transactions are appropriate and/or taken independent advice.
End User acknowledges that the End User Services are provided "as is" and "as available", and Ledgy makes no warranties or representations of any kind related to the End User Services or the information and materials contained therein, including any warranty of accuracy or completeness.
Ledgy does not guarantee that the End User Services are error-free and/or will function without any interruption or disruption. Ledgy may, at its own discretion, carry out maintenance or improvements to the End User Services and its infrastructure, and End User acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, Ledgy will inform End Users about potential interruptions in advance.
Ledgy shall only provide access to the End User Services if and when authorised to do so by the Customer. End User acknowledges that if they are an employee or affiliate of the Company, any transactions in the equity interests they hold in the Company may be governed by the insider trading policy of the Company which may impose restrictions on certain End User Services and your exercise of options or sale of shares may be subject to other limitations, restrictions or conditions based on your status relating to the Company in accordance with applicable law. You are responsible for complying with all such limitations, restrictions and conditions and Ledgy does not monitor for such compliance.
Ledgy is not liable or responsible for any Third Party Services, including any error or delay in the provision of such Third Party Services.
End User Services are made available to you because the Customer has engaged us to provide the Services under the terms of a separate Customer Agreement, and they are made available to you on an unsolicited basis from Switzerland where we are based. We do not generally offer the Platform or the End User Services to individuals directly or outside the context of a Customer agreement.
In the event we are presented with a general or limited power of attorney granted by you to a third party that gives the attorney the power to act with respect to your End User Account, we may accord the attorney the same rights and privileges that would be accorded to you if we reasonably believe that the power of attorney is legally sufficient. We reserve the right to request additional information from you or the attorney to evaluate its effectiveness.
10. Miscellaneous
Changes to EULA: Ledgy may, from time to time and in its sole discretion, amend the terms of this EULA without prior notice to you. Any changes will be published online and be effective upon publication. End User should check the EULA regularly and only use the End User Services upon acceptance of any changes to the EULA. End Users' continued use of the End User Services following any amendments indicates acceptance of the changes to the EULA. In case of substantial changes to the EULA, we will notify you directly if possible, and if possible, ahead of the changes taking effect; we will also facilitate your re-confirmation of consent to the updated EULA.
Changes to the End User Services: Ledgy may in its sole discretion modify or discontinue any part of all of the End User Services the subject of this EULA at any time without cause, prior notice or liability.
Notices: Notices must be given in writing, including electronic text, and need to be communicated:
- For Ledgy's attention: via email to: support@ledgy.com;
- For End User's attention: via email to the email address you register within your End User Account.
Force Majeure: Ledgy will not be liable for any failure to fulfil its obligations under this EULA to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance including, but not limited to, war, riots, terrorism, insurrection, strike, fire, natural disasters, currency restrictions, import or export restrictions, power outages or interruption or failure of energy supply or other utilities, public data systems and communication systems, internet or telecommunications service provider failures or delays, epidemic, pandemic or other outbreak of infectious diseases or other public health crisis (and any government response to them, including quarantine or other employee restrictions), and occurrence of force majeure at subcontractors.
No Assignment: End User may not assign any of its rights, obligations, or claims under this EULA without the prior consent of Ledgy.
Severability: If any provision of this EULA (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.
Governing Law & Jurisdiction: This EULA, and all claims or causes of action that may be based upon, arise out of or relate to this EULA shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of Ledgy has jurisdiction for all disputes arising from or in connection with the EULA.
Links: The End User Services may contain third-party content or links to third-party websites. Ledgy does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.
Contact: You may contact us with any inquiry about this EULA or your use of the End User Services at support@ledgy.com