These terms of service (these “Terms of Service”) govern your access and use of Secondaries.io and constitutes a contract between you (“you”, “Buyer” or “yourself”) and Secondaries.io (each a “Party” and collectively the “Parties“).
Terms of Service
Secondaries.io (“we”) provides a web-based online platform (the “Platform”) available at https://secondaries.io/ (the “Site” and, together with the Platform, the “Secondaries.io Marketplace”). The Secondaries.io Marketplace is a platform for qualified, approved Qualified Investors (as defined below) to learn about opportunities to acquire or sell investment interests or securities in companies or private equity funds to or from other Investors.
The Secondaries.io Marketplace also informs investors about private placement investment opportunities provided by qualified and approved general partners of funds (referred to as “Sponsors”). Only Sponsors and Investors who have been verified and approved by Secondaries.io and have consented to these Terms of Service may use the Secondaries.io Marketplace; such Sponsors and Investors are referred to herein as “Members”. Individuals who are authorised officers, directors, or employees of Members who access the Site as a representative of a Member are referred to herein as “Users”.
We reserve the right to change these Terms of Service at any time without prior notice to you, and such changes will be announced on the Site. Your continued use of the Secondaries.io Marketplace following any such changes constitutes your acceptance of the amended Terms of Service. We may provide you notices, such as service announcements and updates to these Terms of Service, by email, post, text message or SMS, push notification or in-app message, postings on the Site, or any other reasonable means now known or subsequently developed. You consent to receive these messages by any and all of the aforementioned means.
BY USING THE SECONDARIES.IO MARKETPLACE, YOU ACKNOWLEDGE YOUR AGREEMENT WITH AND UNDERSTANDING OF THE TERMS OF SERVICE THAT APPLY TO THE SECONDARIES.IO MARKETPLACE, INCLUDING ALL MATERIAL ON IT. IF FOR ANY REASON YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SECONDARIES.IO MARKETPLACE. YOUR COMPLIANCE WITH THESE TERMS OF SERVICE IS A REQUIREMENT FOR THE ACCESS TO THE SECONDARIES.IO MARKETPLACE. YOUR BREACH OF ANY PROVISION OF THESE TERMS OF SERVICE WILL AUTOMATICALLY REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SECONDARIES.IO MARKETPLACE, AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS, AND ALL OTHER CLAIMS AND CAUSES ARISING FROM OR RELATING TO YOUR USE OF THE SECONDARIES.IO MARKETPLACE, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY.
SECONDARIES.IO MAKES NO REPRESENTATIONS REGARDING THE LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION IN THE SECONDARIES.IO MARKETPLACE WILL RESULT IN A SPECIFIC OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS, AND VOLATILITY MEANS THAT PERFORMANCE IN ANY PERIOD MAY BE FAR DIFFERENT FROM PERFORMANCE IN PREVIOUS PERIODS. YOU MAY LOSE ALL OR PART OF ANY INVESTMENT YOU LEARN ABOUT OR PARTICIPATE IN THROUGH YOUR USE OF THE SECONDARIES.IO MARKETPLACE. IF YOU ARE A BRITISH NATIONAL, OR IF YOU ARE USING THE SECONDARIES.IO MARKETPLACE IN THE UNITED KINGDOM, YOU ARE REQUIRED TO QUALIFY AS A “QUALIFIED INVESTOR,” AS DEFINED IN SECTION 86(7) UNDER FINANCIAL SERVICES AND MARKETS ACT 2000, AND BE SOPHISTICATED ENOUGH TO PROTECT YOUR OWN INTERESTS. WE MAY ASK YOU FOR INFORMATION REQUIRED TO CONFIRM YOUR STATUS AS AN ACCREDITED INVESTOR OR TO CONFIRM OTHER INFORMATION ABOUT YOUR STATUS BEFORE ALLOWING YOU TO PARTICIPATE IN THE SECONDARIES.IO MARKETPLACE OR AT ANY TIME THEREAFTER. SECONDARIES.IO MAY DETERMINE WHETHER OR NOT TO PROVIDE SERVICES TO MEMBERS AND OTHERWISE DISCHARGE ITS OBLIGATIONS THROUGH SECONDARIES.IO AT ITS SOLE DISCRETION. BY ACCEPTING THESE TERMS OF SERVICE, YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR PARTICIPATION IN A CLASS ACTION.
Some pages within the Secondaries.io Marketplace include supplemental terms and conditions, as well as additional disclosures and disclaimers, in addition to the terms of these Terms of Service, and Members should have entered into specific agreements with Secondaries.io regarding their use of the Secondaries.io Marketplace. In the event of a dispute, the supplemental terms and conditions and supplementary agreements, disclosures, and disclaimers will take precedence for those subjects, sections, or pages.
The Buyer agrees to pay Secondaries.io remuneration, which Secondaries.io accepts, in exchange for information services and the provision of a private communication area provided by the Platform (as defined in the Terms of Service).
This remuneration shall be paid in the event that a seller or its representative who is an authorised member of the Platform (the “Seller”) and the Buyer or its representative who is an authorised member of the Platform agree on a transfer of units or other securities issued or held by the Seller; provided, however, that the Buyer and the Seller were introduced or had their first contact through the Platform (the “Transaction”).
1.2. Buyer’s obligations
1.2.1. Disclosure to Secondaries.io
The Buyer must notify the conclusion of any and all Transactions to Secondaries.io within fifteen (15) business days following the date of signing of the Transaction, by email (i) to email@example.com, or (ii) directly to its assigned contact person on the Platform.
Additionally, the Buyer undertakes to notify Secondaries.io of any modification to the Transaction Amount or the Purchase Price (as those terms are defined herein) within fifteen (15) business days of the parties' agreement about any revised Transaction Amount or any amended Purchase Price, as applicable.
The Buyer undertakes to communicate to Secondaries.io any information related to the Transaction's process and contents, without being entitled to object to any obligation of confidentiality.
1.2.2. Secondaries.io’s remuneration
184.108.40.206. Principle. If a Transaction is entered into, the Buyer agrees to pay Secondaries.io a commission equal to a percentage of the Transaction amount (the "Commission"). The Commission will be due even if, on its due date, the Buyer and/or Seller are no longer authorised members of the Platform.
A Commission will be due in connection with any Transaction between the Buyer and a Seller who was introduced by the Platform or with whom communication was initiated as a result of the Platform, regardless of whether the Transaction concerns a stake directly listed and leading to the request, any stakes listed by the Seller on Secondaries.io, or any stakes not yet listed but whose discovery was made possible by Secondaries.io as an introduction platform.
220.127.116.11. Follow up Transactions. Secondaries.io will receive a Commission for any and all Transactions concluded between the Buyer and a Seller introduced to it through the Platform or with whom communication was initiated through the Platform for a period of twelve (12) months from the date of the Buyer's first communication with such Seller. The Buyer acknowledges that a Commission will be required regardless of whether the Buyer and Seller are authorised Platform members at the time of the Transaction. To enforce this obligation, the Buyer undertakes to comply with the notification procedure outlined in section 1.2.1 above.
18.104.22.168.1. Indirect Secondaries. A transaction involving units or securities of funds or investment vehicles is referred to as an “Indirect Secondary.”
The Commission shall be computed on the basis of the Purchase Price (as defined hereinafter) increased by the amount of any undrawn commitments, if applicable, relating to the units or securities acquired by the Buyer in the Transaction (the “Transaction Amount”).
For the purposes of these Terms of Service, the “Purchase Price” is the amount agreed upon by the Buyer and Seller to be paid for the acquisition of the securities as a percentage of the Net Asset Value.
The “Net Asset Value” shall be equivalent to the most recent net asset value of the Transaction's units or securities as determined by the Seller and, as the case may be, certified by an auditor prior to the Transaction in accordance with applicable regulations.
The Commission shall be calculated as follows:
The Commission, net of taxes, shall be equal to 1% of the Transaction Amount.
22.214.171.124.2. Direct Secondaries. A “Direct Secondary” means a transaction concerning securities of companies.
The Commission shall be calculated on the basis of the Purchase Price (as defined hereafter) of the securities acquired by the Buyer in the Transaction.
For the purposes of these Terms of Service, the “Purchase Price” is the amount agreed upon between the Buyer and Seller to be paid for the acquisition of the securities. For the purposes of clarification, the Parties acknowledge that losses suffered by the Buyer and indemnifications paid by the Seller to the Buyer have no impact on the “Purchase Price” and, consequently, the amount of the Commission due to Secondaries.io.
The Commission, net of taxes, shall be equal to 1% of the Purchase Price.
126.96.36.199. Payment Period. The Commission shall be made within 30 business days of a Transaction's Closing; provided, however, that for the purposes of this section, “Closing” shall mean the date of signature of the definitive documents between the Buyer and the Seller, regardless of any condition to which the Transaction may be subject.
188.8.131.52. Terms of payment. The Buyer shall pay the Commission, plus any applicable taxes, via wire transfer to the order of Secondaries.io.
184.108.40.206. Currency. The Buyer shall pay the Commission in Euros. All Transactions concluded in a currency other than Euro shall have its Commission converted in Euros in accordance with the applicable exchange rate on the day of Closing as determined by the European Central Bank.
1.3. Secondaries.io obligations. Secondaries.io agrees to provide the Buyer with access to the Platform and the Secondaries.io Network for the purpose of gaining and managing sales opportunities, business relationships, and information related to the private equity sector.
Secondaries.io under no circumstances offers any recommendation that the Buyer should sell, exchange or retain any instrument or other investment.
Secondaries.io shall under no circumstances serve as a representative or agent of the Buyer or Seller involved, or on their behalf.
1.4. Authorised Users
1.4.1. General. Some of our services, as well as some pages of the Secondaries.io Marketplace, may be restricted to Users who have been granted access to such services and web pages by us. Such authorisation may necessitate the completion of pre-qualification questionnaires as well as sufficient background information screening. Only Secondaries.io Marketplace users with a valid User ID and password are allowed to access such services and web pages.
1.4.2. Platform Authorised Users. Members will be required to identify all Users who have been permitted to access the Platform on their behalf. We are under no obligation to add anyone as a User. We shall promptly notify the relevant Member if we determine that we will not permit participation by such person; and, further, (a) that we reserve the right to remove any User from the list of authorised Users at any time, and (b) that the authorisation granted does not constitute a guarantee given by Secondaries.io regarding the seriousness of its beneficiary or the veracity of the information communicated; as a consequence, Secondaries.io cannot be held liable.
Your authorised Users' accounts are non-transferable, and any rights to them terminate with the death of an authorised User. You are responsible for all activity that occurs on or through the accounts of your authorised Users, including the affirmative obligation to keep authorised Users' passwords confidential.
If a Member or any of its authorised Users discloses log-in and password credentials to unauthorised parties, we have the right to terminate such Member's access to the Platform without prior notification to such Member. If a Member or any of the Users provides log-in and password credentials to unauthorised parties, the Member must promptly notify us.
1.6. Secondaries.io Marketplace Security
1.6.1. You are prohibited from violating or attempting to violate the security of the Secondaries.io Marketplace, including, but not limited to: (a) accessing data not intended for you as a User or logging onto a server or an account that you are not authorised to access; (b) attempting to probe, scan, or test the vulnerability of a system or marketplace or breach security or authentication measures without proper authorisation; (c) attempting to disrupt service to any user, host, or marketplace, including, but not limited to, sending a virus to the Secondaries.io Marketplace, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing;” (d) sending unsolicited email, including marketing and/or advertising of products or services by means other than via regular usage of the Secondaries.io Marketplace; (e) forging any TCP/IP packet header or any part of the header information in any email or posting; (f) using or attempting 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 the Secondaries.io Marketplace other than the search engine and search agents available on the Secondaries.io Marketplace and generally available third party web browsers; or (g) invading the privacy of or obtaining information about others other than through normal use of the Secondaries.io Marketplace.
1.6.2. Any violations of system or marketplace security, such as attempting to gain unauthorised access to a computer or exceeding your allowed access level, may result in civil and criminal charges under applicable law. We reserve the right to investigate situations that may entail such violations and to involve and assist law enforcement authorities in prosecuting Users who are involved in such violations. We may restrict or terminate the access of any and all Users to the Secondaries.io Marketplace without prior notice or warning if we reasonably conclude that such restriction or termination is required to prevent, or prevent the spread of, a virus, security breach or system malfunction.
1.7. IP Ownership
All materials in the Secondaries.io Marketplace, including images, text, data, illustrations, designs, icons, photographs, programs, music clips or downloads, educational, news and financial market information, video clips, and written and other materials, information, services, and content (“Content”), are the property of Secondaries.io, other Members, other Users, or other third parties and are protected by copyright and other laws. Unless otherwise noted, and subject to the Section below, all Content and all intellectual property rights thereto (including copyrights, trademarks, trade dress, and/or other intellectual property rights) are owned by Secondaries.io or third parties who have licensed their Content to Secondaries.io, and all such Content is protected by the United Kingdom, European Union, and international copyright laws. Nothing on the Secondaries.io Marketplace should be interpreted as granting, by implication, estoppel, or otherwise, any right, title, or interest in any Content or trademark displayed on the Secondaries.io Marketplace without the express written permission of Secondaries.io or any other third party that may own the Content or trademark displayed on the Secondaries.io Marketplace. Any unauthorised use of the Content or a trademark may violate copyright laws, trademark protection, privacy protection, advertising, and electronic communication norms and regulations.
1.7.2. Member Marks and Member Materials
Subject to the terms and conditions of these Terms of Service, each Member hereby grants to Secondaries.io a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable license and right to display such Member's trademarks (“Member Marks”) on the Secondaries.io Marketplace and to use such Member Marks in connection with operating the Secondaries.io Marketplace. Secondaries.io may additionally identify any Member in a press release and use such Member Marks in Secondaries.io's marketing materials and communications to existing and potential Members. Members may supply Secondaries.io with Content, data, information, and other resources on an as-needed basis (“Member Materials”). Secondaries.io may utilise Member Materials strictly in conjunction with and for the purposes of operating the Secondaries.io Marketplace. Members are responsible for making any changes or updates to their individual Member Materials. Secondaries.io accepts no responsibility for the content of Member Materials, including any omissions or misrepresentations. When you upload, share, or submit Member Materials to the Secondaries.io Marketplace, you retain ownership of any intellectual property rights in such Member Materials and grant us a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, transferable, sublicensable license to (a) use, host, store, reproduce, modify, prepare derivative works, communicate, publish, publicly perform, publicly display, and distribute such Member Materials in any manner, mode of delivery, or media now known or developed in the future; and (b) permit other Users to access, reproduce, distribute, publicly display, prepare derivative works of, and publicly perform your Member Materials through the Secondaries.io Marketplace, as permitted by the Platform's functionality. For any Member Materials that you upload, share with, or submit to the Secondaries.io Marketplace, you must have the required permissions to provide us with the license indicated in these Terms & Conditions.
1.8. Restrictions on Use
1.8.1. By Accepting These Terms Of Service Through Your Use Of The Secondaries.io Marketplace, You Certify That You And Each Of Your Authorised Users Are 18 Years Of Age Or Older. If Any User Is Under The Age Of 18, Such User May Not Use Or Access The Secondaries.io Marketplace. The Secondaries.io Marketplace Does Not Knowingly Collect Personal Information About Children Under The Age Of 13.
1.8.2. You warrant that when using the Secondaries.io Marketplace, you shall not violate or assist in the violation of any applicable national or international law, statute, regulation, code, or ordinance, including, without limitation, regulations promulgated by or rules of any national or other securities exchange. If you violate any of the terms and conditions of these Terms of Service, your right to use the Secondaries.io Marketplace will be instantly revoked. You may not reproduce (except as mentioned above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit any of the Content, the Secondaries.io Marketplace, or any related software in any manner, in whole or in part. All software used on the Secondaries.io Marketplace is the property of Secondaries.io or its suppliers and is protected by the United Kingdom, European Union, and international copyright laws. Please see section 1.4 above for additional details.
1.8.3. You warrant that you will not use the Secondaries.io Marketplace to:
(a) violate, or assist in the violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Secondaries.io conducts business, including but not limited to the Office of Financial Sanctions Implementation (OFSI), or involve proceeds of any unlawful activity;
(b) publish, distribute or disseminate any unlawful material or information;
(c) operate or promote lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash awards; online gaming; contests; sweepstakes; games of chance; multi-level marketing; pyramid schemes network marketing, and referral marketing programs;
(d) defraud, defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe any User's or Member's legal rights;
(e) offer securities brokerage services; mortgage consultancy or debt reduction services; credit counselling or rehabilitation; real estate opportunities; check cashing, bail bonds; collections agencies; unauthorised sale or resale of brand-name or designer items or services; sale of illegally imported or exported goods or services; or sale of stolen goods or services.
1.9. External Links
You shall not link to our Site without first obtaining our explicit authorisation. Without our prior written permission, the Site may not be framed on any other website. We retain the right to revoke framing and linking authorisation at any time and without notice. Please contact us if you wish to utilise the material on the Secondaries.io Marketplace for purposes other than your own internal usage. The Secondaries.io Marketplace may contain links to or be linked from other websites that are not maintained by us and for which we have not granted authorisation. We do not endorse, accept responsibility for, or make any statements regarding any such sites, including their products and services, content, communications policies, or website use policies. We fully disclaim any responsibility for your access to or use of such other sites, including any content or data collection policies and procedures, and we accept no responsibility for any damages or losses resulting from your use of other sites. As such, we recommend reading the privacy policies of any associated sites you visit.
1.10.1. YOU EXPRESSLY AGREE THAT THE USE OF THE SECONDARIES.IO MARKETPLACE IS AT YOUR SOLE RISK. THE SECONDARIES.IO MARKETPLACE AND ITS LINKED SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” NEITHER SECONDARIES.IO NOR ITS AFFILIATES, NOR IT’S OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, OR THE LIKE (COLLECTIVELY, AND WITH RESPECT TO ANY PERSON, SUCH PERSON'S “REPRESENTATIVES”) WARRANT THAT USE OF THE SECONDARIES.IO MARKETPLACE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER SECONDARIES.IO NOR ITS REPRESENTATIVES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY, OR TIMELINESS OF THE CONTENT PROVIDED OR MATERIALS OR SERVICES OFFERED, NOW OR IN THE FUTURE, VIA THE SECONDARIES.IO MARKETPLACE. SECONDARIES.IO AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE SECONDARIES.IO MARKETPLACE, INFORMATION IN THE SECONDARIES.IO MARKETPLACE, OR RESULTS OBTAINED FROM USE OF THE SECONDARIES.IO MARKETPLACE OR RELATED SERVICES.
1.10.2. SECONDARIES.IO AND ITS REPRESENTATIVES WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, TRADING LOSSES, UNAUTHORISED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF SECONDARIES.IO MARKETPLACE, CONTENT, INCONVENIENCE OR DELAY OR ANY BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND SECONDARIES.IO. EVEN IF SECONDARIES.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, THIS STANDS TRUE. BESIDES THE FOREGOING, SECONDARIES.IO'S MAXIMUM TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT, OR OTHERWISE IS (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR ANY NEGLIGENT ACT OR OMISSION AND BREACH OF ANY STATUTORY DUTY), ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH SECONDARIES.IO'S PERFORMANCE OR OBSERVANCE OF ITS OBLIGATIONS OR ANY BREACH THEREOF UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND SECONDARIES.IO WILL BE LIMITED TO THE SUMS RECEIVED AND RETAINED BY SECONDARIES.IO (LESS ALL TAXES PAID OR PAYABLE) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF SUCH ACT OR OMISSION.
1.10.3. Any material downloaded or received through the Secondaries.io Marketplace is done entirely at your own discretion. Secondaries.io and its Representatives offer no warranty that the Site or any Content on it is free of errors, computer viruses, or other contaminating or destructive elements. If your use of the Site or any Content on it necessitates the service or replacement of computer equipment or data, you are solely responsible for any damage to your computer or other electronic system or loss of data caused by the download of any such content. The above limitation of liability applies in any action, whether in contract, tort, or any other claim, even if an authorised representative of Secondaries.io has been notified of or should have been aware of the possibility of such damages.
1.10.4. Secondaries.io is not responsible for any material published by a User on the Secondaries.io Marketplace. As a result, Secondaries.io's role is limited to providing the Platform to Users, who will be entirely responsible for the Content they publish (or do not publish) on the Secondaries.io Marketplace. Users agree not to publish any content that might jeopardize public order, third-party rights, or morals. If Secondaries.io is involved in any capacity, in any country, by a third party on the basis, in particular, of a breach of a confidentiality agreement, an industrial and/or intellectual property right, relating to content made available by a User on the Secondaries.io Marketplace, the User concerned agrees to fully indemnify Secondaries.io against any direct and/or indirect economic and financial consequences (including procedural and defence costs).
1.10.5. No information, whether oral or written, obtained by you from Secondaries.io or its Representatives or through the Secondaries.io Marketplace will establish any guarantee unless expressly expressed in these Terms of Service.
1.11. Force Majeure
No person shall be liable for, nor shall it be considered a breach by such person of these Terms of Service or any other agreement between any Member and Secondaries.io, with respect to any loss or damage arising from causes beyond its reasonable control, or any damages to another person resulting therefrom, including, without limitation, any damages as a result of any work stoppage, power or another mechanical failure, computer virus, natural disaster, change in law or regulation or other government action, communications disruption, an act of terrorism, fire, public health crisis or any other cause beyond its reasonable control.
1.12. International Use
We make no warranties that the Secondaries.io Marketplace Content is appropriate or available for use in areas other than the United Kingdom and the European Economic Area. If accessing or using the Secondaries.io Marketplace is illegal or prohibited in your country of origin, you shall not do so. Those who choose to use the Secondaries.io Marketplace outside of the United Kingdom and the European Economic Area do so at their own risk and are responsible for compliance with all local laws and regulations.
1.13. Electronic Signatures
You may be asked to consent to be bound by various agreements, including your acceptance of these Terms of Service when using the Secondaries.io Marketplace or receiving materials or services from us. If you select an “I agree” or equivalent checkbox in connection with your use of the Secondaries.io Marketplace while operating under your user ID, you agree that such action constitutes an electronic signature and the commitment is undertaken are completely valid, have legal effect, are enforceable, and are binding on, and irrefutable by you and the individual or other entity on whose behalf you are acting while operating under your user ID. You further represent and warrant that you have the legal right, power, and authority to enter into such agreement on behalf of yourself and the individual or other entity on whose behalf you are acting while using the Secondaries.io Marketplace. Therefore, by accepting the Registration Form online, you agree to be bound by the Terms of Service, which are incorporated into the Registration Form.
1.14.Consent To Receive Notices Electronically
To the extent permitted by applicable law, your use of the Secondaries.io Marketplace constitutes your consent to receive all communications from us electronically, including notices, agreements, legally required disclosures, or other information in connection with the Secondaries.io Marketplace or materials or services provided (collectively referred to as “Notices”), via text message, SMS, push notification or in-app message, postings on the Site, or other reasonable means now known. We may send such electronic Notices to you via email (if we have your email address). Regardless of whether you read the Notice, the delivery of any such Notice is effective when it is posted electronically. If you do not wish to receive such Notices electronically, you must terminate your account (through the “My Account” page) and discontinue your use of the Secondaries.io Marketplace.
1.15. No Investment Advice, Recommendations Or Offer
You acknowledge that the Content on the Secondaries.io Marketplace is provided for general informational purposes only and is not intended to constitute an offer to sell or the solicitation of an offer to buy any securities, a promise to undertake or solicit business or to pursue any other particular course of action, and may not be relied on in connection with any offer or sale of securities. Any person accessing and using the information contained on or made available via the Secondaries.io Marketplace does so solely at their own risk. We are not using the Secondaries.io Marketplace to provide investment or other advice, and nothing on the Secondaries.io Marketplace (including but not limited to the provision of third party documentation) should be construed as a recommendation that you buy, sell, or hold any security or other investment, or that you are eligible to buy, sell, or hold any investment style or strategy. Any Content or security mentioned on the Secondaries.io Marketplace must be subject to your own due diligence. Investing in securities is extremely risky and may result in a total loss of investment.
1.15.2. Forward Looking Statements
Certain information on or made accessible through the Secondaries.io Marketplace may contain forward-looking statements that are subject to risks and uncertainties and speak only as of the date made. Forward-looking statements are characterised by the words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “aim”, “will” or similar terms. We undertake no obligation to update or revise any forward-looking statements. Based on your investment objectives and personal and financial situation, you are solely responsible for assessing whether any security, transaction, or investment strategy is appropriate or suitable for you. The Secondaries.io Marketplace is not intended to provide tax, accounting, legal, or insurance advice; for particular legal or tax advice, you should consult a lawyer, tax, or accounting expert. We make no commitment and disclaim any duty to update the information posted on or accessible through the Secondaries.io Marketplace, nor do we require any third party to do so.
1.15.3. Past Performance
All performance data or opinions expressed on or made available through the Secondaries.io Marketplace are a reflection of past performance. Past performance is not indicative of future results; no representation is made that any investment will or is likely to generate profits or losses comparable to those obtained in the past, or that significant losses will be avoided.
1.15.4. News And Other Information
Secondaries.io and its Representatives do not and cannot guarantee the completeness, accuracy, sequencing, timeliness, or regulatory compliance of any educational, news, and financial market information, market data, or other informational content made accessible to you through the Secondaries.io Marketplace. The Secondaries.io Marketplace may provide access to third-party news and information over which Secondaries.io or its Representatives have no editorial control or review, and Secondaries.io is not responsible for the content of such materials. You agree that Secondaries.io and its Representatives will not be liable for the accuracy or completeness of the information provided by or made available on the Secondaries.io Marketplace, for any delays or omissions in such information, or for any action or decision you take or make in reliance on any such information made available on the Secondaries.io Marketplace. Secondaries.io reserves the right to discontinue providing news, financial information, data, or other Content to you at any time if a third-party provider of such information ceases to provide such information to Secondaries.io, or for any other reason in Secondaries.io's sole discretion.
1.16. No Agency
You acknowledge that neither Secondaries.io nor any of its Representatives will be deemed to be acting as an agent or otherwise on behalf of any User, including you.
1.17. Securities Transactions
The Platform acts as an information channel and a private location for Members to communicate with one another. Members are responsible for assessing the qualifications of other Members, as well as negotiating and carrying out any transactions that arise. All contacts between Members, including discussions about future transactions and agreements about them, take place between those Members and are not mediated by Secondaries.io. Secondaries.io does not operate as a Member's agent, nor does it prepare or advise on the creation of offering materials, nor does it assist in the negotiation of securities transactions or execute any securities transactions. All relevant risk considerations may not be included in the information about any investment offer advertised on the Secondaries.io Marketplace. Furthermore, Members should be aware that primary and secondary securities transactions, as well as investments in private funds, are highly specialised, and the quality of any individual securities transaction is based on the facts and circumstances of that transaction. Securities investments, particularly private fund investments, are speculative and may involve a significant risk of loss. The Secondaries.io Marketplace is not intended to provide tax, legal or insurance advice; Members should consult a lawyer, financial adviser or tax professional regarding their specific legal, financial or tax situation. Members should contact a lawyer, financial adviser, or tax professional regarding their unique legal, financial, or tax position before using the Secondaries.io Marketplace. Any investment you learn about on the Secondaries.io Marketplace will be for your own account or the account of someone you represent, and will not be made with the intent of, or for resale in connection with, any “distribution” within the meaning of the Financial Services and Markets Act 2000 (the “Act”), or under any applicable provision of Financial Conduct Authority (“FCA”) regulations. Each Member represents and warrants that it qualifies, and undertakes that at all times it remains a Member will qualify, as a “Qualified Investor” under Section 86(7) under the Act for the term of its membership. Furthermore, you acknowledge that any securities displayed on the Secondaries.io Marketplace have not been registered under the Act and must be kept forever until they are later registered under the Act or an exemption from such registration is granted. Nothing on the Secondaries.io Marketplace should be interpreted as Secondaries.io's offer to sell or solicitation of an offer to buy any securities.
1.18.1. Unless otherwise expressly provided herein, neither you nor Secondaries.io shall, and each shall cause its respective Representatives not to, disclose the contents of the Secondaries.io Marketplace, any agreement entered into between you and Secondaries.io, or any information obtained from third parties during negotiations for, and during the term of, any such agreement between you and Secondaries.io (including, without limitation, any information regarding other Members, the Secondaries.io Marketplace, investment opportunities accessible through the Secondaries.io Marketplace, and any of the Member Marks, Member Materials, Secondaries.io Marks and Secondaries.io Materials) other than (i) any information that is or becomes available to the public through no fault of the receiving person, (ii) information in the receiving person's possession on a non-confidential basis prior to disclosure, (iii) information available on a non-confidential basis from a source other than the disclosing person, or (iv) information independently developed by the receiving person without access to the disclosing person's information (collectively “Confidential information”).
Each User agrees to provide Secondaries.io with any information related to the course of transactions resulting from the use of the Secondaries.io Marketplace and its Content, without being able to oppose any obligation of confidentiality.
1.18.2. Notwithstanding Section 1.20, Secondaries.io May Use And Display Confidential Information On The Secondaries.io Marketplace As Necessary To Provide Services To Members Therein, And Each Of You And Secondaries.io May Provide Confidential Information On A “Need To Know Basis” To Its Respective Representatives Solely For The Purposes Of Using Or Operating The Secondaries.io Marketplace Or For Any Other Purpose When Permitted To Do So Under Applicable Law. Furthermore, Each Of You And Secondaries.io May Disclose Any Confidential Information To The Extent Required By Judicial Order, Law, Rule Or Regulation, Or As Requested As Part Of An Inspection Or Request By A Governmental Agency Or Self-Regulatory Agency, Or Otherwise To Their Respective Professional Advisers, Auditors And Insurers To The Extent That Such Persons Are Bound By A Legal, Fiduciary Or Contractual Duty Of Confidentiality With Respect To The Relevant Confidential Information.
1.18.3. The Obligations Under Section 1.18.1 Shall Survive Notwithstanding Any Termination Of Membership With Secondaries.io, For Six (6) Years.
You understand and agree that you are using the Secondaries.io Marketplace and any Content and related materials or services at your sole risk and that we will have no liability to you for any Content that may be regarded as offensive, indecent, or objectionable. We retain the right (but not the obligation) to modify or remove Content contained in the Secondaries.io Marketplace if we are alerted or conclude at our sole discretion that such Content violates these Terms of Service or applicable laws. All complaints should be sent to us at the following address: firstname.lastname@example.org
1.20. Termination of Use
Secondaries.io has the right to terminate or update these Terms of Service at any time. We may, in our sole discretion, terminate these Terms of Service at any time and without notice, and subsequently, deny you access to the Secondaries.io Marketplace.
Your acceptance of these Terms of Service commences on the date that the Member is granted access to the Secondaries.io Marketplace, and an agreement between you and Secondaries.io commences on the date that any authorised User accesses the Secondaries.io Marketplace.
Term and Termination; Survival
3.1. The Member may cancel its membership in accordance with the terms of its specific contract with Secondaries.io. A User may terminate their account at any moment and for any reason by visiting the “My Account” page.
3.2. When a Member's membership is terminated, the Member and all of its Users must immediately discontinue all usage of the Secondaries.io Marketplace.
3.3. Secondaries.io has the right to terminate a User or a Member at any time if the User, the Member, or any of the Member's Users violate these Terms of Service.
3.4. Except as specifically stated herein, these Terms of Service and the agreement created between you and Secondaries.io. will survive indefinitely the termination of a Member's membership or a User's account.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Secondaries.io and its Representatives from and against any claims, actions, or demands, including reasonable legal and accounting fees, arising or resulting from: (a) your breach of these Terms of Service; or (b) your access to, use of, or misuse of the Content, intellectual property rights, or any part of the Secondaries.io Marketplace; or (c) any false, inaccurate, or misleading information you provide to us. Secondaries.io shall provide you notice of any such claim, suit, or proceeding. Secondaries.io retains the right, at its sole discretion, to assume the exclusive defence and control of any matter subject to indemnification under this section at your exclusive expense if Secondaries.io deems you are unwilling or unable to defend Secondaries.io's interests. In such a scenario, you agree to comply with any reasonable requests assisting Secondaries.io's defence of such matter at your sole expense. Regardless of the foregoing, nothing in these Terms of Service shall be considered as a waiver by any User of any of his, her, or its legal rights under applicable laws whose applicability cannot be contractually waived.
Members who are Eligible Counterparties or Professional Clients can use the Secondaries.io Marketplace. In accordance with the criteria established by the Markets in Financial Instruments Directive No. 2014/65/EU of May 15, 2014 (“MiFID II”) and implementing measures as transposed into the Markets in Financial Instruments Regulation (600/2014) (“UK MiFIR”) for client classification, when the Secondaries.io Marketplace is provided by Secondaries.io, the Member will be classified as a “Professional Client,” as such term is defined in MiFID II, to the extent it is not already classified as an “Eligible Counterparty,” for the purposes of its business engagement with Secondaries.io, and will so benefit from the regulatory protections granted to this category of clients by applicable laws, rules, and regulations. Each Member agrees to its classification as a Professional Client by accessing the Secondaries.io Marketplace through its authorised Users, to the extent that the Member is not already classified as an Eligible Counterparty by Secondaries.io.
Representations And Warranties Of The Member Given At All Times While They Remain Members
6.1. The Member is duly organised, validly existing, and in good standing under the laws of the state in which it was formed or organised, and has full legal right, power, and authority to enter into and perform under these Terms of Service and access the Secondaries.io Marketplace under applicable laws, rules, or regulations.
6.2. To the extent that the Member intends to do so, the Member is eligible to access and invest in investment opportunities that may be listed or otherwise become available through the Secondaries.io Marketplace, and the Member has accurately, truthfully, and completely responded to all Secondaries.io's information requests about its suitability to access and invest in such investment opportunities, and the Member agrees to promptly notify Secondaries.io if any information provided to Secondaries.io changes or becomes inaccurate, misleading or incomplete. The Member acknowledges that an investment in any such investment opportunity should only be made by a qualified investor in accordance with the laws and regulations that apply to the Member or the relevant investment opportunity.
6.3. The Member has duly and validly accepted, executed, and delivered these Terms of Service, which constitute a valid and binding obligation of the Member, enforceable against the Member in accordance with its terms.
6.4. Acceptance, execution, delivery, and performance of these Terms of Service do not constitute and will not constitute a violation, breach, or impairment of (i) the Member's organizational documents, or (ii) any agreement to which the Member is a party.
6.5. The Member has and applies internal procedures to implement anti-money launderings and terrorism Operateto use obligations, such as identification procedures, procedures for training staff on preventing money laundering risks, procedures for archiving identification information, and internal monitoring procedures to ensure compliance with all such internal procedures that comply with the Office for Professional Body Anti-Money Laundering Supervision (OPBAS) and the UK Financial Intelligence Unit (UKFIU). Furthermore, if the Member acts as a Sponsor on the Secondaries.io Marketplace, the Member is neither established nor registered in a country that (i) is subject to a European Commission decision stating that such country does not impose identification obligations in connection with the fight against money laundering and terrorism financing equivalent to those applicable in the European Union, or (ii) is listed by an international body involved in the fight against money laundering and terrorism financing on the list of countries whose legislation or practice obstructs such fight.
Finally, upon request, the Member has access to the identities of beneficial owners.
Miscellaneous For Members And Users
7.1. Entire Agreement
If there is a conflict or inconsistency between the particular terms of service agreed into with a Member and these Terms of Service, the specific terms of service shall take precedence over these Terms of Service.
7.3. Waiver and Severability
Our failure to exert or enforce any right or provision of these Terms of Service, or to react to a breach of these Terms of Service, will not be construed as a waiver of such right or provision. If any provision (or part of a provision) of these Terms of Service is determined to be invalid, you and we agree to give effect to the intentions represented in the provision, and the other sections of these Terms of Service will remain in full force and effect. The United Nations Convention on Contracts for the International Sale of Goods will not apply to our Terms of Service.
7.4. Governing Law; Arbitration
7.4.1. Governing Law
You agree that these Terms of Service, as well as any claims resulting from your acceptance of these Terms of Service, shall be governed and interpreted in accordance with the laws of England and Wales, without regard to conflict or choice of law principles. Subject to the requirements for arbitration set forth herein, the sole jurisdiction and venue for any litigation brought with respect to any controversy or claim arising out of or relating to these Terms of Service or any relationship between us will be an appropriate magistrate or county court located in England or Wales.
The Parties acknowledge that any statutory or common law claims relating to intellectual property or breach of confidentiality may necessitate forms of equitable relief that are best administered by courts; accordingly, the Parties agree that, except for statutory or common law claims relating to intellectual property or breaches of confidentiality and disputes that qualify for small claims court, any controversy or claim arising out of or relating to these Terms of Service any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by arbitration administered by London Court of International Arbitration with its Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any magistrate or county court of competent jurisdiction located in England or Wales. Except as expressly specified herein, you agree that by agreeing to these Terms of Service, you and we are both relinquishing the right to a jury trial. Except for matters related to the scope, applicability, and enforcement of the arbitration provision, all issues are determined by the arbitrator. This arbitration agreement does not preclude you from bringing issues to the attention of national or local agencies, and, if the law allows, they can seek relief against us for you.
The arbitration will be held in London, United Kingdom. Only the individual party requesting relief may be awarded money or equitable relief by the arbitrator, and only to the amount necessary to provide relief merited by that Party's particular claim. To decrease the time and expense of the arbitration, the arbitrator will not offer a statement of reasons for his or her award unless both Parties request it. The arbitrator may not combine more than one person's claims and may not preside over any kind of representative or class proceeding. We may agree to waive or amend any of the provisions of Section 7.4.
7.5. No Class Actions
YOU AND Secondaries.io AGREE THAT YOU AND Secondaries.io MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Furthermore, unless you and Secondaries.io agree otherwise, the arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.
7.6. Notice and Procedure
7.6.1. Respect of Third-Party Rights
We comply with the Copyright, Designs and Patents Act 1988 with provisions applicable to Internet service providers (Section 97A) and Directive on Copyright in the Digital Single Market with applicable provisions to Internet service providers (Article 17). If you have a complaint regarding the information on the Site that violates your intellectual property rights, please contact our designated agent at the following address:
Any claim that items stored or distributed by the Site violate intellectual property rights must contain the following information: (a) an electronic or physical signature of the person authorised to act on behalf of the owner of the copyrighted work or other intellectual property that you claim has been infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Site, (d) your address, phone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Site regarding which you are complaining is not authorised by the copyright owner, its agent, or the law; and (f) a statement by you that the information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner.
7.6.2. Infringer Policy
Secondaries.io's intellectual property policy is to remove or disable access to material that Secondaries.io believes, in good faith, is infringing a third party's intellectual property by being made available through the Site, and to remove any Member or User who Secondaries.io determines has violated any third party intellectual property rights.