PLEASE READ THESE LICENCE TERMS CAREFULLY

Welcome to  Global Shares Ireland Limited. We offer a full-service equity compensation administration service as well as an online Software as a Service (SaaS) delivery model to provide cap table management solutions and employee stock plan management tools to end users. Here, we’ve put together here some detailed terms and conditions for our Software as a Service platform only. If you are on one of our fully managed packages, you will have received your own individual contract as agreed by you and Global Shares Ireland Limited. For our self service clients, you should read and understand these Terms of  Service and Global Shares Ireland Limited Privacy Policy before you use any of our products and services, including all features and functionalities, our user interfaces such as our website, and all content and software associated therewith (in whole or in part, the “Products and Services”).

These Terms of Service provide that all disputes between you and Global Shares Ireland Limited will be resolved by binding arbitration. You agree to give up your right to go to court to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or jury and your claims cannot be brought as a class action. Please review the Arbitration Agreement below for  the details regarding your agreement to arbitrate any disputes with Global Shares Ireland Limited.

These Terms of Service are a reference point for you so that you can have a more thorough understanding of  how our Products and Services work. We will tell you about the kinds of data we collect, give you information about billing, how we interact with you and other useful details. We encourage you to revisit these Terms of  Service when you have a question about the Products and Services or want to know how something works. We hope you enjoy your Global Shares Ireland Limited experience. 

Acceptance of  Terms of Service

By using, visiting, or browsing the Products and Services as a user or paid or unpaid member, you accept and agree to be bound by these Terms of Service, available at www.globalshares.com/terms-and-conditions/. If you do not agree to these Terms of  Service, you should not use the Products and Services, including our website and software. Violation of any terms will result in termination of  your account. Questions about the Terms of  Service may be sent to [email protected] 

These Terms of Service, together with the Privacy Policy, constitute the entire agreement between you and Global Shares Ireland Limited and supersede any and all previous agreements, written or oral, between you and Global Shares Ireland Limited, including previous versions of  the  Terms of  Service.
Any failure of Global Shares Ireland Limited to  enforce or  exercise a right provided in these terms is not a waiver of  that right.

Changes to Terms of Service

Global Shares Ireland Limited reserves the right, from time to time, with or without notice to you, to change these Terms of  Service, including the Privacy Policy, in our sole and absolute discretion. Global Shares Ireland Limited may also freely assign or transfer this Agreement. The most current version of  these Terms of  Service can be reviewed by visiting our website and clicking on “Terms of Service” located at the bottom of the Pricing Page of the Global Shares Ireland Limited website. The most current version of  the Terms of  Service will supersede all previous versions. If  any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of  the Agreement, which shall remain in full force and effect.
Account Terms Overview
You are responsible for using the Products and Services in a private and secure manner. Global Shares Ireland Limited is not liable for any damage or loss due to unauthorised account access resulting from your actions, such as not logging out of  the Products and Services or  sharing your account password with others.

Global Shares Ireland Limited can refuse registration or cancel an account at its sole discretion at any time.

You may not use the Products and Services for any illegal activity or to violate laws in your jurisdiction.

You may not use the Products and Services to distribute unsolicited email (“spam”) or malicious content such as viruses or worms.

You may not exploit the Products and Services to access unauthorised information.

Global Shares Ireland Limited reserves the right to modify, suspend, or discontinue the Products and Services for  any reason, with or without notice.

Abuse to the Global Shares Ireland Limited website or  other Products and  Services may result in the temporary or permanent suspension of your account’s access to the Products and Services. Global Shares Ireland Limited, at its sole discretion, will determine what constitutes abuse. Global Shares Ireland Limited will make a reasonable attempt via email to warn the  account owner prior to suspension.

Global Shares Ireland Limited owns the intellectual property rights to any protectable part of  the Products and Services, including but not limited to  the design, artwork, functionality, and documentation. You may not copy, modify, or  reverse engineer any part of  the Products and Services owned by  Global Shares Ireland Limited. For more details, see below the Intellectual Property section of  these Terms of  Service.
User Conduct and Submissions

Any information communicated to Global Shares Ireland Limited belongs to  the person who posted such content and they are responsible for its accuracy. You give Global Shares Ireland Limited a non-exclusive, free, worldwide license for the duration of the applicable author’s rights, to publish this Content through the platform. Global Shares Ireland Limited cannot control the Content posted by users to the Products and Services, including to our user interfaces, and does not guarantee the accuracy, integrity or  quality of such Content. You agree that under no circumstances will Global Shares Ireland Limited be liable in any way for  any  Content, including any errors or omissions in any  Content, or any loss or  damage of  any kind incurred as a result of  your use of  any  Content. You understand that you must evaluate and bear all risks associated with the use of  any  Content, including any reliance on the content, integrity, and  accuracy of such Content.

By accessing the Products and  Services, including our website and other user interfaces, you agree to use the  Products and Services, including all features and  functionalities associated therewith, our website, other user interfaces and all content and software associated therewith in accordance with all applicable laws, rules and regulations, or  other restrictions on use of  the Products and  Services or  Content therein. In addition, you agree not to  upload, post, email or  otherwise  send or transmit any material that contains software viruses or  any other computer code, files or  programs designed to interrupt, destroy or limit the functionality of  any  computer software or hardware or  telecommunications equipment associated with the Products and Services. You also agree not to interfere with the  servers or  networks connected to any portions of  the Products and  Services or  to violate any of the procedures, policies or regulations of  networks connected to the Products and  Services. You also agree not to impersonate any other person while using the Products and  Services, conduct yourself in  a vulgar or  offensive manner while using the Products and  Services, or  use the Products and  Services for any unlawful purpose.

Use of  the  Products and  Services and any personally identifying information submitted through the Products and Services is subject to our Privacy Policy, the terms of  which are incorporated herein, and  a  copy of which is currently located at  https://www.globalshares.com/legal-privacy-and-cookies/ Please review our Privacy Policy to understand our practices. The date of  any  changes to our Privacy Policy will be noted at  the bottom of the policy.

By  using the Products and Services, you are consenting to receive certain communications from us. For example, Global Shares Ireland Limited may send you newsletters about new Global Shares Ireland Limited features, special offers, promotional announcements and customer surveys via email or other methods.

Please review our Privacy Policy for  further details on our marketing communications. You can also find the  unsubscribe instructions there. By using the Products and  Services, you consent to receiving electronic communications from Global Shares Ireland Limited. These communications may include notices about your account (for example, change in password or Payment Method, confirmation e-mails  and  other  transactional information) and  information concerning or related to our service. These communications are part of your relationship with Global Shares Ireland Limited and you receive them as part of the subscription. You agree that any notice, agreements, disclosure or other communications that we send to  you electronically will satisfy any legal communication requirements, including that such communications be  in writing.

The member who created the  Global Shares Ireland Limited account and whose Payment Method is charged is referred to here as the “Admin”. The Admin has access and  control over the  Global Shares Ireland Limited account. The Account Owner’s control is exercised through use of  the  Account Owner’s password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone. In  addition, if  the  Admin wishes to  prohibit others from contacting Global Shares Ireland Limited Customer Service and  potentially altering the Admin’s control, the Account Owner should not reveal the Payment Method details (for example, the last four digits of their credit or debit card) associated with their Global Shares Ireland Limited account. By adding users to the Global Shares Ireland Limited Admin account, the admin agrees to be responsible for assuring that the persons comply with the terms of service. The Admin is therefore responsible for the actions of other users.

Payment and Fees

To  access any of our Products and Services, you must have access to the  Internet and must create an account, either on  a free or paid-subscription basis. To use our paid Products and Services, you must have a current valid accepted payment method as indicated during sign-up (“Payment Method”).

A  valid credit card is required for  paid subscription Products and  Services.

When you subscribe to paid Products and  Services, your credit card will be billed according to current Global Shares Ireland Limited rates for the selected subscription plan to prepay usage of Product and Services for the current period. For monthly plans you will be charged subsequently on the same day of each month. If  the billing date is the 29th — 31st, and the billing month does not contain this date, then the billing date will be adjusted to the last day of the current calendar month. Annual plan renewals will be charged on same day of  the following year to prepay usage of Product and Services for the next annual service period.

If  you choose to downgrade your subscription by switching to  a free subscription plan, Global Shares Ireland Limited will change your account immediately. No credit will be applied for the unused portion of service.

If you choose to upgrade or downgrade your subscription from one paid plan (“Old Plan”) to another paid plan (“New Plan”), your service will be switched immediately to the New Plan. The payment for the unused portion of service from your Old Plan will be credited toward the price of  the New Plan. Your future monthly billing date will always remain the same. If  the Plan change is a downgrade, credit will be applied to future months and your next monthly fee will be charged when the credit from the Old Plan has been used. If  the Plan change is an upgrade, you will be charged the remaining portion for the current billing period immediately, and subsequent months will be charged on your previously existing billing date. Remaining credit from the current billing period will be calculated based on the number of remaining days in the current billing month. Questions about Global Shares Ireland Limited billing should be sent to [email protected] and they will be answered within 24 hours, Monday — Friday.

Global Shares Ireland Limited does not provide refunds for Products and Services.

European merchants who have not provided valid VAT ID will be charged VAT in addition to the base product price. VAT will be calculated based upon the merchant’s home country VAT rate.

Cancellation and Termination

You can cancel your paid subscription to Global Shares Ireland Limited Products and Services at any time by downgrading to a free plan. There will be no  subsequent charges to your credit card after cancellation.

You may terminate your account by selecting “Close my account” option in your account. You need to cancel your paid subscription before you can close your account.

Features and Functionality

We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we operate the Products and Services. Any description of  how the Products and Services work should not be considered a representation or obligation with respect to how the Products and Services always will work. We are making constant adjustments to the Products and Services and often these Terms of Service do not capture these adjustments completely. We will continue to optimise our products and features to improve and increase the functionality and what we offer to you.

Identity Protection

You are responsible for updating and maintaining the truth and accuracy of  the information you provide to us relating to your account. You are also responsible for maintaining the confidentiality of  your account and password and for restricting access to your Global Shares Ireland Limited account. If you disclose your password to anyone or share your account with other people, you take full responsibility for their actions. Where possible, users of public or shared networks should log out at the completion of each visit. If you find that you are a victim of identity theft and it involves a Global Shares Ireland Limited account, you should notify us at [email protected]. Then, you should report this instance to the relevant authorities in your area. Also, you should be mindful of any communication requesting that you submit credit card or other account information. Providing your information in response to these types of communications can result in identity theft. Always access your sensitive account information by going directly to the Global Shares Ireland Limited website and not through a hyperlink in an email or any other electronic communication, even if it looks official. Global Shares Ireland Limited reserves the right to place any account on hold anytime with or without notification to the member in order to protect itself and its partners from what it believes to be fraudulent activity.

Warranties

UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, Global Shares Ireland Limited MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER. Global Shares Ireland Limited DOES NOT WARRANT THE RESULTS OF USE OF ANY OF THE PRODUCTS AND SERVICES, AND ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.

Limitation of Liability and Damages.

IN NO EVENT SHALL Global Shares Ireland Limited, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILATIES, AGENTS OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARLY DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR INTANGIBLE DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS AND SERVICES, OUR WEBSITE, AND ALL CONTENTS AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO THE PRODUCTS AND SERVICES, INCLUDING ANY FEATURES OR FUNCTIONALITIES ASSOCIATED THEREWITH. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PRODUCTS AND SERVICES, INCLUDING OUR WEBSITE AND USER INTERFACES, AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF YOUR PREVIOUS THREE (3) MONTHS OF FEES PAID TO GLOBAL SHARES IRELAND LIMITED ON YOUR MEMBERSHIP PLAN. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF  THIS SECTION OR OTHER SECTIONS OF  THESE TERMS OF  SERVICE, INCLUDING ANY PORTION OF  THE PRIVACY POLICY, TO BE UNENFORCEABLE, THEN THOSE PORTIONS DEEMED UNENFORCEABLE SHALL BE SEVERED AND THE TERMS OF SERVICE SHALL BE ENFORCED ABSENT THOSE PROVISIONS AND ANY LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

Intellectual Property

Copyright. The Products and Services, including all content included on our user interfaces, or delivered to members as part of the Products and Services, including, but not limited to, source code, data compilations, and software, are the property of Global Shares Ireland Limited. While the Products and Services include open-source  software available for free, the compilation of all content and any software or other materials provided by Global Shares Ireland Limited, or in connection with the Products and  Services are the exclusive property of  Global Shares Ireland Limited and its licensors and are protected by the copyright and trade secret laws in the territories in which the Products and Service operate and by international treaty provisions. Content shall not be reproduced or used without express written permission from Global Shares Ireland Limited. You agree to adhere to the restrictions set forth in these Terms of Service. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible from Global Shares Ireland Limited, not to insert any code or product into or manipulate the content of  the Products and Services in any way, and not to use any data mining, data gathering or extraction method. Global Shares Ireland Limited reserves the right to terminate your membership hereunder if Global Shares Ireland Limited in its sole and absolute discretion, believes that you are in violation of  Global Shares Ireland Limited software restrictions, restrictions against copying the Products and Services provided to you by us, or other unauthorized copying or use of our proprietary content in violation of  the copyrights of  Global Shares Ireland Limited. Global Shares Ireland Limited does not promote, foster or condone the copying of third party products or categories or any other infringing activity.

The Products and Services, including but not limited to their graphics, logos, page headers, button icons, scripts and service belong to Global Shares Ireland Limited. These may not be used or reproduced without prior written approval from Global Shares Ireland Limited and may not be used in connection with any product or service that is not affiliated with Global Shares Ireland Limited in  any manner that is likely to cause confusion among customers, in any manner that dilutes the rights of  Global Shares Ireland Limited, or in any manner that disparages or discredits Global Shares Ireland Limited. Global Shares Ireland Limited holds patents and trademarks pending that apply to the Products and Services and our operations.

Use of Information Submitted

Global Shares Ireland Limited is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us (“Feedback”), including responses to questionnaires or through postings to the Products and Services, including the Global Shares Ireland Limited website and user interfaces, without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Products and Services. Furthermore, by posting any Feedback on our site, submitting Feedback to us, or in responding to questionnaires, you grant us a perpetual, worldwide, non-exclusive, royalty-free irrevocable license, including the right to sublicense such right, and right to display, use, reproduce or modify the Feedback submitted in any media, software or technology of any kind now existing or developed in the future.

Service Testing

From time to time, we test various aspects of our Products and Services, including our website, other user interfaces, service levels, plans, promotions, features, delivery, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.

Customer Service

If you need assistance with your account, you can reach us with customer service questions here: [email protected]

Limitations on Use

You must be 18 years of age or older to use Global Shares Ireland Limited Products and Services. In certain jurisdictions, the age of majority may be older than 18, in which case you must satisfy that age in order to become a member. While individuals under the age of 18 may use the Products and Services, they may do so only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to these Terms of Service. Unless otherwise specified, we grant you a limited, non exclusive, non transferable, license to access the Products and Services. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You may not download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms of Service), modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Products and Services, without our express written consent. You may not frame or utilise any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Global Shares Ireland Limited without our express written consent. Any unauthorised use of the Products and Services or its contents will terminate the limited license granted by us and will result in the cancellation of your subscription.

Third Party Apps, Software, Products, Services and Websites

Global Shares Ireland Limited may from time to time recommend or enable third party apps, software, products, services or websites links for your consideration or use. Such apps, software, products, services, and links are provided only as a convenience to you and does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Global Shares Ireland Limited with respect to any third party, any third party’s party apps, software, products, services or websites. These Terms of Service do not apply to such third party apps, software, products, services or websites and you should review such third party the agreements relates to such third party apps, software, products, services or websites they may be different than these Terms of Service and it is your sole responsibility to comply with such third party terms. Your use or access to any third party’s apps, software, products, services or websites is at your own risk. GLOBAL SHARES IRELAND LIMITED MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD PARTY APPS, SOFTWARE, PRODUCTS, SERVICES OR WEBSITES AND WILL NOT BE LIABLE FOR YOUR USE OF ANY THIRD PARTY APPS, SOFTWARE, PRODUCTS SERVICES OR WEBSITES.

Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of  the Republic of Ireland without regard to conflict of  laws provisions. If any provision or  provisions of these terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and shall remain in full force and effect.