Revised March 11, 2022
Linqto, Inc. (“Linqto”, “us”, “our”, “we”), through its website at www.linqto.com (“Website”) and its mobile application on Apple and Google and related content and features (individually and collectively with the Site, the “Application”), provides a digital trading platform for private equity and securities where an online visitor (referred to as “you” or “your”) may:
(a) These are the terms on which Linqto permits users of the application (“Users”) to:
i. Access and use our Application and functionality made available through the Application; ii. View and interact with any content, information, communications, advice, text or other material provided by Linqto; and iii. Upload content to the Application with Linqto.
(b) Users agree to be bound by these Terms by using, browsing or accessing any part of the Application.
(a) Although you may browse the Application without creating an account or providing your details, in order to access certain features and functionalities of the Application you will have to register as a User through our Application by creating an account (“Account”) and by providing us with all of the information required including by entering Account identification and password (“Password”) at registration.
(b) When creating your Account, you will be asked to provide your personal details or connect your Account. This information will assist us in providing the services associated with the Application to you.
(c) You warrant that all information and data provided by you in the registration of your Account is accurate, complete and up to date. You undertake to inform Linqto if there is any change to this information or data.
(d) You may elect to change the Password at any time using the facility provided on the Application You must immediately notify Linqto of any Password which is lost, inoperable or used in an unauthorized manner.
(e) You will be fully responsible for all acts and omissions of any person using your Password and Account, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your Password, let anyone else access your Account or do anything that would risk the security of your Account. Linqto will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of your Password and Account, and you will indemnify Linqto against all loss, damage, claims, costs or demands in this regard.
(f) You must notify us immediately if you become aware of any unauthorized access or use of your Account.
(g) You agree that if we disable or terminate your Account for any reason, you will not create another one without our permission, whether through the use of your own personal details or those related to you or created by you.
(h) We reserve the right to refuse registration or continuing as a User of any Account, at our sole and absolute discretion.
(b) Certain Restrictions. Except as specifically permitted herein, no portion of the Linqto-provided content on this Application (“Linqto Content“) may be copied without prior written permission from Linqto. The Linqto Content is provided solely for your own personal use, and may not be copied or posted on any network computer or the Internet, or broadcast in any media. Specifically, you may not copy the layout or design of this Application or the text provided by Linqto. Those elements of this site are protected by trade dress and other laws and may not be imitated or reproduced in whole or in part. Also, no logos, graphics, sounds or images on this Application provided by Linqto may be reproduced or distributed without Linqto’s express written consent. Except as specifically permitted herein, you may not reproduce, record, copy, post on any network computer or the Internet or otherwise use any Participant Content provided by other Users.
(c) If you provide or display Participant Content on the Application, you are solely responsible for your Participant Content. You acknowledge that Participant Content you provide will be viewed by other Users of the Application, and that Linqto does not have the responsibility to require such Users to refrain from using, or maintain confidential, Participant Content you discuss, disclose or provide. Therefore, any Participant Content you submit or disclose should not be considered confidential. Furthermore, in the event you provide Participant Content, you represent and warrant that you have all necessary licenses, rights, consents and permissions from any third parties that may be required for use of any Participant Content you provide.
(d) Linqto does not endorse or recommend, or warrant the accuracy and completeness of, any Participant Content, or any advice, claims, opinions or recommendations contained in Participant Content. Your use of or reliance on any Participant Content is solely at your own risk. You understand and acknowledge that Users may make statements or provide Participant Content that is inaccurate, incomplete, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Linqto with respect thereto.
(e) You may not reverse engineer, decompile or disassemble the software used in connection with this Application. You may not lease, sublease, loan, sell, or sublicense your rights to use the Application. You may not modify or create derivative works of this Application or the Linqto Content. You may not use any network monitoring or discovery software to extract any information about the architecture of this Application, its usage, or individual identities of Users. You may not use any automatic software or device, such as robots or spiders, or any other process, even if manual, to monitor or copy our Application or any Linqto Content, without Linqto’s express prior written consent.
(f) You agree not to do any of the following:
(i) Use the Application to transfer, display or advertise any pornography, sexual content or adult materials; materials which are harmful to minors; nude, violent or graphic images; hateful or offensive or obscene content; libelous, defamatory, misleading, or false materials; materials that violate privacy; computer viruses, “warez”; or any harassing, illegal, and/or harmful materials. You may not, directly, or indirectly, provide links to any third-party applications that contain such materials.
(ii) Use this Application, the Linqto Content or Participant Content in any way that violates (i) any copyright, trade secret, trademark, patent or other intellectual property rights; or (ii) any statute, law, regulation or governmental order, or treaty.
(iii) Use the Application in a manner that may abuse or violate the personal or property rights or privacy rights of others.
(iv) Forge or misrepresent headers, addresses, or other identification in Application pages or email, or using any other method to disguise your identity or location.
(v) Use the Application in an attempt to break security of any computer network (including of this Application) or to access any account, message, or file that does not belong to you.
(vi) Use excess system or network resources, including any scripts or programs that use excessive computer resources; or use the Application for unauthorized relays through any third-party systems.
(vii) Defame Linqto or its Application on the Internet or elsewhere.
(viii) Use the Application to promote a competing web conferencing or web meeting service.
(ix) Use or refer to the Application in connection with any spamming, mail-bombing, attacks on third party sites, or other harassing of third parties.
(x) Use the Service to add or attempt to add addresses to any mailing list (yours or a third party’s) without the explicit, affirmative consent of the addressee(s).
(xi) Provide any false information or data to Linqto, including providing fraudulent credit card or other payment information.
(xii) Furnish data in a manner that would be deemed to be unprofessional, inappropriate or unsuitable for the Application as determined by Linqto.
(xiii) Promote any illegal activities.
(g) You agree not to distribute, disseminate or link to any sites for marketing, sales, distribution of firearms, explosives, ammunition, tobacco (including e-cigarettes), alcohol products. Additionally, Linqto may require you to place all or any portion of the Participant Content behind password protection if Linqto determines that such Participant Content is inappropriate for the community at large but does not otherwise violate the terms of this Agreement. If Linqto has requested you to place Participant Content behind password protection or if you independently determine that the Participant Content appropriately belongs behind password protection, you may not publish the password in such a way that negates the limited-access nature of the password protected site. If Linqto requests you to place any Participant Content behind password protection and you fail to do so promptly, Linqto reserves the right to place such Participant Content behind password protection itself or terminate this Agreement.
(h) You hereby acknowledge that Linqto may, from time to time, establish general practices and limits concerning the use of the Services, including without limitation, maximum limits on storage space, maximum number of photographs or other data according to the type of account, and maximum storage and time length for recordings. Linqto further reserves the right to delete at any time without prior notice duplicate images. Any of the foregoing limits will be consistent with the Services for which you have registered. You agree that Linqto has no responsibility or liability for the deletion or failure to store any Participant Content maintained or transmitted by the Service. You further acknowledge and agree that Linqto reserves the right to change these general practices and limits at any time, in its sole discretion, without notice.
If you decide to access or use any third-party sites, services, products or applications (each a “Third Party Service”) that may be linked to this Application or otherwise, you do this entirely at your own risk. The Third Party Services are not under the control of Linqto, and we are not responsible for the contents of any Third Party Service, or any link contained in a Third Party Service, or any changes or updates to such Third Party Services. If we provide links, then we are providing them for you only as a convenience, and the inclusion of any link does not imply endorsement by Linqto of the Third Party Service.
LINQTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, LINQTO DOES NOT WARRANT: (A) THAT THE CONTENT OR INFORMATION ON THIS APPLICATION IS COMPLETE, CORRECT, RELIABLE OR NONINFRINGING; (B) THAT THE FUNCTIONALITY OF THIS APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; (C) THAT ANY DEFECTS CAN OR WILL BE CORRECTED; OR (D) THAT THIS APPLICATION OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR MATERIALS.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
(a) Other Users. Each User is solely responsible for any and all of its Participant Content. Because we do not control Participant Content, you acknowledge and agree that we are not responsible for any Participant Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any Participant Content, and we assume no responsibility for any Participant Content. Your interactions with other Users are solely between you and such User. You agree that Linqto will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.
(b) Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Users. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
(b) We may in our absolute discretion terminate your Account or license to use the Application at any time immediately by notice in writing if you breach any of these Terms.
(c) Linqto may, without prior notice, at any time immediately suspend or terminate your access (including restricting access) to the Application or any feature of the Website for any reason (including due to your breach or alleged breach of these Terms) in its sole and absolute discretion and without prior notice. In the event of a termination by Linqto of your Account or your access to the Application, a pro rata amount of any fees or amounts paid or pre-paid by you to Linqto will be refunded, except if such termination is due to your breach or alleged breach of these Terms.
(d) Upon termination of your Account for any reason, Linqto reserves the right to (i) collect all charges, fees, commitments, and obligations incurred or accrued by you; (ii) delete any of your Participant Content, listings, messages or other information in connection with your Account; (iii) prohibit your access to your Account, including without limitation by deactivating your password; and (iv) refuse your future access to the Application. In no event shall Linqto be required to refund, redeem, or pay amounts to you upon termination of your Account or return any of your Participant Content.
Linqto controls this Application from its offices in the United States of America. Linqto makes no representation that the Linqto Content and Participant Content (collectively, “Materials”) are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. If you choose to access this Application from other locations, you do so at your own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of U.S. laws and regulations.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND LINQTO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Linqto is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Linqto should be sent to 101 Metro Drive, Suite 335, San Jose, CA 95110 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Linqto and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Linqto may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Linqto or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Linqto is entitled.
d. Arbitration Procedures
Unless Linqto and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Linqto agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Linqto will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Linqto will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Linqto will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
h. Future Changes to Arbitration Agreement
(a) Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any Participant Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material.
(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Linqto’s designated Copyright Agent to receive notifications of claimed infringement is William Sarris, Linqto, Inc. 101 Metro Drive, Suite 335, San Jose, CA 95110. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Linqto customer service through email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section 11, your DMCA notice may not be valid.
(c) Counter-Notice. If you believe that your Participant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Participant Content, you may send a counter-notice containing the following information to the Copyright Agent:
(i) Your physical or electronic signature.
(ii) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
(iii) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(iv) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Santa Clara, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
(d) If a counter-notice is received by the Copyright Agent, Linqto may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Linqto’s sole discretion.
(a) Linqto does not warrant that you will have continuous access to the Application. Linqto will not be liable in the event that the Application is unavailable to you due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities, interruption in telecommunications supply or otherwise.
(b) Linqto does not guarantee the delivery of communications over the internet as such communications that rely on third party service providers. Electronic communication (including electronic mail) is vulnerable to interception by third parties and Linqto does not guarantee the security or confidentiality of these communications or the security of the Application.
(c) Linqto does not provide, and has no control over, communications, networks or services, the internet or other technology required or used across the Application and accepts no responsibility for any direct or indirect loss in any form associated with them, whether due to congestion, technical malfunction, viruses or otherwise.
(d) Linqto assumes no responsibility for the accuracy, correctness, timeliness or content of the Linqto Content or other materials provided on the Application.
Investing in private, unlisted, off-market and/or illiquid securities and investments involves a number of risks and challenges. If you choose to acquire assets displayed on the Application, you need to be aware of and accept all risks including without limitation:
(a) Loss of capital – many private businesses and assets fail and if you acquire an asset, it is significantly more likely that you may lose all of your investment than that you may receive a return of capital or a profit. You should not invest more money on an asset displayed on the Application than you can afford to lose without altering your standard of living.
(b) Illiquidity – the market and the value of any assets displayed on the Application must be considered to be illiquid and likely to remain illiquid. Any Buyer User must seek their own independent expert advice as to the value, suitability, and prospects for any assets to be acquired in any manner by a Buyer User. Linqto is irrevocably released and forever quit claim by any User in relation to the value, suitability and prospects for any assets displayed on the Application. Linqto investors do not have the ability currently to redeem their investments prior to the completion of a liquidity event by the underlying companies in which they have invested.
The content of the Application is purely factual information and does not involve any recommendation or statement of opinion by us or any other person. It is not intended to be personal or general financial advice, does not take into account your objectives, financial situation or needs and you should not treat it at such. Before you make any investment decisions, you should obtain professional independent investment advice and consider any relevant disclosure documents. Linqto does not endorse or recommend or advise investment in any securities or investments referred to on the Application. Nothing on the Application is, or shall be, construed as an offer of, or an invitation to take up, securities or investments.
Linqto reserves the right to cancel pending orders at its discretion. Investors not yet accredited on Linqto’s platform will be given five business days from the time of order placement to be fully accredited. Once accredited, they will be given five business days to send funds to Linqto. Investors who have been accredited on Linqto’s platform prior to placing their order will be given five business days from the time of order placement to send funds to Linqto. Linqto must have received and processed the payment by the end of the fifth business day, or the order may be canceled. Funds may be sent by wire transfer or through an Uphold digital wallet.
Linqto investors should have no expectation that the price of an investment will remain static. Linqto reserves the right to adjust investment pricing at its discretion.
Linqto may receive payments, commissions or other commercial benefits in connection with assets traded on the Application. Linqto and its associates may hold securities or an interest in assets displayed on the Application.
Linqto complies with the prescriptive requirements of being a duly authorized entity to deal in assets displayed and transacted on the Application. If you have any queries as to how to interpret these laws/regulations, you should contact your own lawyer.
Address: 101 Metro Drive, Suite 335, San Jose, CA 95110