These terms of services (“Terms”) set forth the terms and conditions that apply to your access and use of the website located at shareline.co (the “Platform”), and all information, content, tools, features and functionality located thereon (collectively, the “Service”). Shareline.co is owned and operated by Entier Capital Limited, with support from its subsidiary, Shareline UK, a UK limited company and wholly owned subsidiary of Entier Capital Limited (Entier Capital Limited and its subsidiaries are together referred as “Shareline”).
Shareline publishes and operates the Platform to facilitate direct or indirect transactions in private companies (the “Transactions”). Transactions may be initiated through the Platform, or off-site by email, telephone, or other means.
Shareline facilitates Transactions between (i) “Shareholders”, who own shares in private companies, either directly or indirectly, and (ii) “Investors” who contemplate gaining investment exposure to private companies.
If you use the Service as an approved proxy for another individual and/or on behalf of one or more business entities you or they own, manage, or advise, then you agree to these Terms on your own behalf and on behalf of those individuals and entities (to which references to “you” also apply), and may only use the Service if you have the authority from each such individual and entity to do so. If you setup multiple accounts, or multiple entity listings within an account, you are making a separate agreement between each of them and Shareline.
All who access our Platform, user our Service, and/or agree to these Terms are considered “Members”. There are three types of Members:
- “Visitors”, who are visiting the Platform or accessing the Service for any reason;
- “Members”, who have established an online account (or if applicable an entity listing on an account) on the Platform (their “Account”), so long as their account is still active and has not been blocked, suspended, disabled, or terminated; and
- “Authorised Members”, who are Members Shareline has approved and acknowledged to meet conditions Shareline may establish, including without limitation “know your customer”, anti-money laundering, and other diligence checks, and self-certification of accredited investor or qualified purchaser status.
Any Transactions or investment opportunities mentioned on the Platform or as part of the Service are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of the investment. Investment in private companies are deemed illiquid and potentially subject to restrictions on resale and transfer, including holding period requirements. Investing in private companies requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities may lose value, and are not guaranteed by any bank or institution.
Shareline does not represent that any governmental agency has necessarily reviewed the Platform, or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any Transaction. Further, companies described on the Platform or as part of the Service may not have approved and may not know about, the Platform, Service, and various Transactions.
Shareline strongly advises all persons and entities who elect to participate in transactions to consult legal, tax, and financial professionals beforehand, carefully review all the specific risk disclosures provided as part of any transaction materials, and request any additional information.
Intellectual Property Rights
We reserve all rights that are not expressly granted to you by these Terms. As between you and Shareline, Shareline alone shall own all rights, title, and interest, including all related intellectual property rights in and to the following (collectively, Shareline’s “Content”):
- Any information offered about private companies described on the Platform (other than information you provide), including their capitalization, valuation, and history.
- Any information concerning completed or proposed Transactions.
- All documents, contracts, forms, and copyrightable text and images appearing on the Platform or Service, other than any that you have uploaded.
- Any communications among you, Shareline and other Members.
- Any text, images, graphics, videos, audio files, charts, tables, software, scripts, photos, interactive features, copyrighted materials, trademarks, service marks, icons and logos: (i) that are part of the Platform, or (ii) displayed or provided to you on the Platform or as part of the services.
- All of the Content is the property of Shareline, our affiliates or third parties with whom we do business, and this means that it is protected by Ireland and international intellectual property laws and other relevant laws. This means that you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Platform unless otherwise indicated on the Platform or unless given express written permission to do so by Shareline. For the avoidance of doubt, data mining or scraping the Platform without the express written permission of Shareline is not permitted.
- Any information, data, passwords, usernames, PINs, other log-in information, contracts, documents, materials or other content you provide in connection with the Service, you give Shareline a limited license, free of any charge, to use such information for purposes of providing the Service, research, study, updating and building its repository of information about companies and shareholders, including any incidental distribution, sublicense, or creation of derivative works in connection therewith.
Information from Third Parties
Shareline works with third-party providers of information in connection with the Service. Shareline 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. Shareline is not responsible for any third-party products and services accessed through the Service.
The Platform may contain links to other websites. Unless we expressly say otherwise, you should assume that these other websites are not under the control of Shareline. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on this Platform, that does not mean that we endorse that other website or in any way recommend that you should use it.
Your Registration Information
Any information provided to or data generated by your activities on the Platform will be available to Shareline in order to assist you with the Service provided by Shareline, unless otherwise prohibited by law, rule, or regulation. 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 Shareline with your e-mail address, you agree to receive all required notices from Shareline electronically, to the e-mail address provided. It is your responsibility to update or change that address. If you become aware of any unauthorized use of your Registration Information, you agree to notify Shareline immediately.
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 that Shareline, in its sole discretion, may elect to take. Shareline cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. Shareline cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalization settings.
Rules for Indications of Interest
As part of the Service, Shareline may allow users to submit indications of interest to invest in private companies.
You are solely responsible for all content you submit in connection with the Service.
By submitting content in connection with the Service, you represent that you have all necessary rights and hereby grant Shareline a perpetual, worldwide, non-exclusive, royalty-free, sublicensable 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 the Service, and the business of Shareline, 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 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.
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 the Service, 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.
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 areas explicitly designated for such purpose.
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.
Disclaimer of Representations and Warranties
Shareline makes no warranty or representation of any kind (express or implied) that the Platform will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, or that all information provided will be accurate.
Shareline makes no guarantee of any specific results from the use of the Platform.
The Platform is provided “as is” and on an “as available” basis, and we give no warranty that it will be free of defects and / or faults.
Shareline accepts no liability for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship.
To the maximum extent permitted by law, Shareline accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from your use of the Platform or any information contained in it, and you use the Platform and its Content at your own risk. This is not intended to exclude or restrict our liability for death or personal injury arising from your use of the Platform.
You, the individual user of the Platform or Service, expressly represent, warrant, and agree to the following:
- You are at least 18 years old, are of the age of majority in the jurisdiction in which you live or are otherwise able to enter contracts as an adult, and have the right, authority, and capacity to agree to these Terms, on your own behalf and on behalf of your organization or entity if any.
- You are using the Platform and Service on your own behalf or that of your organization or entity, not as an agent, designee, or representative of another party.
- You are using your real name and personal identity, and the real name and identity of any organization or entity, and not impersonating another person, a fictitious person, or an avatar.
- All of the information, forms, documents, or other material you submit are true and accurate to the best of your knowledge.
- If you have applied to be an Authorised Member, you, your organization, or entity as applicable are a bona fide Shareholder or prospective Investor interested in considering potential Transactions, and are not (among other things) a broker or finder who is gathering information in order to seek clients or broker trades.
- Your use of the Service is at your own risk.
Covenants by you
You agree not to do any of the following:
- Do things that cause any of the representations and warranties above to be untrue, inaccurate, or misleading, or continue to use the Platform or Service upon learning that any of them are untrue, inaccurate, or misleading.
- Place any expressions of interest, unless you are an Investor or Shareholder doing so to consider potential Transactions on your own behalf or your organisation.
- Misrepresent, or provide any information (or by failing to fully disclose any relevant information create an implication) (i) that you know or should know to be inaccurate, incomplete, false, or misleading, concerning yourself, your financial information, your status as a professional investor (if applicable) or ownership of shares (if applicable), your intentions, or your desire to enter Transactions.
- Attempt to gain or solicit access to secured or private portions of the Platform or Service, other than those that you are permitted to use.
- Allow others to use or access your Account, create accounts to be used by or on behalf of multiple persons, or otherwise allow unauthorized use of your Account.
- Modify, republish, sublicense, or create derivative works based upon any content you receive from the Platform or as part of the Service, except for content that is explicitly designated in writing by Shareline as licensed for republication.
- Use a bot, custom application, automated tool, or means other than a commercial web browser to access the Platform.
- Gather, scrape, spider, compile, create a database of, or otherwise harvest any information from the Platform or Service, by manual or automated means, except for contemplating and entering Transactions.
- Use any robot, spider, scraper, or other automated means not provided by Shareline to retrieve, index, download, or store any portion of the Platform or Service.
- Upload or transmit any form of virus, worm, Trojan Horse, code injection, phishing attempt, or other malicious information or code.
- Include any meta tags, hidden code, or other hidden text in connection with any content you upload to the Platform or Service.
- Interfere with proper functioning of the Platform and Service.
- Disable or impair the operation or appearance of the Platform, employing tactics such as a denial of service attack.
- Use the Service in a way that violates the securities laws and regulations in the jurisdiction in which you are operating, or that violates any judgments, agreements, or obligations to which you or bound, or that knowingly causes other Members to do so.
- Indicate to Shareline that you are a Shareholder or Investor, or otherwise use any portion of the Platform or Service reserved for Shareholders or Investors, without explicit written authorization from Shareline, or for purposes of study, research, review, testing, investigation, reportage, analysis, competitive intelligence, or any purpose other than to consider (in good faith) and consummate Transactions.
- Post or supply any Content (described below) that constitutes defamation, copyright or trademark infringement, a legal violation, that is objectionable, obscene, inflammatory, fraudulent, harassing, invasive of the privacy or confidences of others, that interferes with the use and enjoyment of the Platform by others, that is promotional or a form of solicitation other than the bids and asks that may be facilitated by the site.
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service.
In the event of a termination or suspension of your Membership:
- Termination of your Membership will not affect any already-completed Transactions (except as may be set forth in agreements pertaining to the Transactions).
- Shareline shall honor, service, and maintain any completed Transactions according to their own terms. However, you may be prevented from entering any new Transactions, and if the termination was made by you, or by Shareline for reason of a breach by you, Shareline may (or may not) rescind any of your uncompleted Transactions in progress. You will be responsible for completing any Transaction that is not so rescinded.
- An electronic copy of all Transaction documents will be provided to you upon request. You may be unable to use the Service with respect to accessing any dashboard or other tool for managing your Transactions or investments.
- These Terms remain enforceable against you in connection with any breach. Shareline reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.
Shareline has developed a plan that is intended to permit us to continue critical business operations during natural disasters, power outages, financial insolvency or other significant events.
While there can be no assurance that service will continue without interruption in all circumstances, the plans do address the actions that the firms will take in the event that there is a significant disruption. Account access is planned to be restored as the first step, which would be followed by other critical business operations.
If there is a local disruption to the operating facilities of either firm, the respective business continuity plans call for the affected firm to establish operations from an alternate location.
We maintain data backup records, located well away from our primary facility so that they would not be affected by a regional disruption. We intend for account access to be available through these records should the primary data center suffer a disruption. Our plan will be reviewed, updated and tested periodically.
In the case of financial insolvency, Shareline will diligently seek to raise additional financing, including from affiliates, or, if necessary, orderly proceed with bankruptcy in accordance with applicable law. In the event of the Shareline’s insolvency, its fund administrator will continue to administer and manage your investments.
These Terms, and the relationship between you and Shareline created by it, shall be governed by and construed in accordance with the laws of the Republic of Ireland.
You agree to submit to the exclusive jurisdiction of the courts of Ireland. Claims or disputes must be filed within one year. To the extent permitted by law, any claim or dispute under these Terms must be filed within one year in an arbitration proceeding or in court. You agree you are permanently barred to bring a claim for your dispute if you do not file your claim within one year.
Notices and Communications
All notices and other communications about anything related to these Terms shall be in writing by sending an email to email@example.com. Notice shall be deemed to have been duly given upon actual receipt by a party, or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or any other address, as any party hereto shall hereafter specify by notice to the other party hereto.
Notwithstanding any other term or condition of these Terms, Shareline shall not be obligated to perform or observe their obligations undertaken in these Terms if prevented or hindered from doing so by circumstances beyond its control. If any portion of these Terms is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of these Terms that is unlawful, void, or unenforceable shall be stricken from these Terms. This clause on “Severability” shall apply only within jurisdictions where a particular term is illegal.
You agree that if Shareline does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Shareline has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies of Shareline.
You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. Our rights under these Terms will survive any termination of this Terms agreement.
No joint venture, partnership, or agency relationship exists between you, Shareline or any third-party provider as a result of the Terms or use of the Platform or Service.
Headings are for convenience only and are not part of the agreement between the parties.