Updated as of January 31, 2020
All information, content, tools, features, diligence materials, investment opportunities and functionality located on or accessible through the Platform are referred to as the “Services”. When you use the Platform, you agree to comply with the terms of this Agreement on behalf of yourself and, in the case of any institutional investor, sponsored account or other entity, your employees, agents, consultants and others who may use the Services on your behalf.
You acknowledge your understanding that this Agreement constitutes a binding agreement between you and Templum Markets that governs your access and use of the Platform, which includes any images, text, illustrations, designs, icons, photographs, programs, downloads, systems and methods of trading, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, "Content"), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Platform.
Subject to certain exceptions, the Platform and the offerings therein are intended for accredited and institutional investors (for persons residing in the U.S.), and for persons residing abroad in jurisdictions where securities registration exemptions apply. Securities offered on the Platform are offered through Templum Markets, a registered broker/dealer and member FINRA and SIPC. Information on all FINRA-registered broker-dealers can be found on FINRA's BrokerCheck.
EACH TIME YOU USE THE PLATFORM, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THE TERMS AND CONDITIONS OF THE AGREEMENT IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT STATED HEREIN, DO NOT USE THE PLATFORM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM. YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT IS A CONDITION TO YOUR RIGHT TO ACCESS THE PLATFORM. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF THIS AGREEMENT WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE PLATFORM AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE PLATFORM AFTER SUCH BREACH.
Use of the Platform and/or the Services constitutes your agreement to be bound by the terms and conditions contained in this Agreement.
You represent and warrant that you are of legal age to use the Services. You may not accept this Agreement if you are not of a legal age to form a binding contract with Templum Markets. By accepting this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. You may print or save a copy of this Agreement for your records.
Templum Markets works with third-party providers of information in connection with the Service. Templum Markets does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality, non-infringement or fitness for any particular purpose. Templum Markets is not responsible for any third-party products and services or third-party websites accessed through the Service.
Any information provided to or data generated by your activities on the Platform will be available to Templum Markets in order to assist you with the Services provided by Templum Markets. You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your Login ID e-mail address, allows you to access the Platform.
Your Login ID and password, together with any mobile number or other contact information you provide, form your 'Registration Information.'
By providing Templum Markets with your e-mail address, you agree to receive all required notices from Templum Markets electronically, to the e-mail address provided. It is your responsibility to update or change that address. Notices will be provided in HTML (or, if your system does not support HTML, in plain text) in the text of the e-mail or through a link to the appropriate page on its site, accessible through most standard, commercially available Internet browsers. If you become aware of any unauthorized use of your Registration Information, you agree to notify Templum Markets immediately.
Your right to access and use the Platform is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Platform for lawful purposes.
In order for the Platform to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services to you may be affected.
Your access and use of the Platform and the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, repair or other actions that Templum Markets, in its sole discretion, may elect to take. You acknowledge that Templum Markets cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. You understand that Templum Markets cannot and does not assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalization settings, or for any limitations, downtime or unavailability of the Platform as a result of any third-party provider, technology company, hosting service or licensor who provides services or technology to Templum Markets for the enablement of the Platform.
Templum Markets may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to you following certain changes made online to your account, such as a change in your Registration Information. You do not need to activate these alerts. Although you may have the option to turn off some of these automatic alerts, Templum Markets recommends that you leave them on, since they may be security related.
Voluntary account alerts may be turned on by default as part of the Service. Templum Markets may add new alerts from time to time or cease to provide certain alerts at any time in its sole discretion. Each alert may have different options available, and you may be asked to select from among these options upon activation of your alerts service.
If your e-mail address changes, you are responsible for informing Templum Markets of that change. Alerts may include your Login ID and some information about your account. Anyone with access to your e-mail will be able to view the content of these alerts.
You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. Templum Markets does its best to provide alerts in a timely manner with accurate information. Templum Markets does not guarantee the delivery or the accuracy of the content of any alert. You explicitly agree that Templum Markets shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert, for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert.
Any information, data, passwords, usernames, PINs, other log-in information, materials or other content (collectively, “Accounts Content”) you provide in connection with the Service, you are licensing, free of any charge, to Templum Markets solely for the purpose of providing the Service. Templum Markets may use such Accounts Content, but only to provide the Service to you. By submitting Accounts Content, you represent that you are entitled to submit it in connection with the Service for use for this purpose, without any obligation by Templum Markets to pay any fees or other limitations.
The Platform’s “look and feel” (for example, the text, graphics, images, logos and button icons appearing on the website), photographs, editorial content, notices, software (including HTML-based computer programs) and other materials are protected under United States and other applicable copyright, trademark and other laws. The contents of the Platform belong or are licensed to Templum Markets or its software or content suppliers. Templum Markets grants you the right to view and use the Platform subject to these terms. You may download or print a copy of information provided on the Platform for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Platform, in whole or in part, for any other purpose is expressly prohibited without Templum Market’s prior written consent.
You agree that you will not:
The Platform may contain links to certain Internet platforms sponsored and maintained by third parties. These Internet platforms are not under the control of Templum Markets. In addition, third party platforms may contain links to the Platform. Templum Markets is not responsible or liable for, and makes no representations or warranties, concerning the content of any such third-party platforms. The fact that Templum Markets has provided a link to a third party platform, or that a third party platform has provided a link to the platform, does not constitute an endorsement, authorization, sponsorship, or affiliation by Templum Markets with respect to that platform, its owners, or its providers and Subscriber accesses that platform and any services or information provided therein are at Subscriber’s own risk. Templum Markets is not responsible or liable for, and makes no representations or warranties with respect to, any particular information, software, products, services or content found on any of the linked platforms, including appropriateness of any products, services or transactions described therein.
Templum Markets may suspend, restrict, deactivate or otherwise cancel your account or access to the Platform as needed by Templum to comply with all applicable laws or regulations, or upon reasonable belief that you may have violated this Agreement.
Templum Markets may modify this Agreement from time to time in its sole discretion. The Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit the Platform or use the Service after such changes are made.
Templum Markets shall not be liable for delays, failure in performance or interruption of service on the Platform which result directly or indirectly from any cause or condition beyond Templum Markets direct and reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
In accordance with SEC Rule 17a-3(a)(18)(ii) Subscriber complaints, if any, may be reported to Templum Markets by telephone at (646)973-3350 or email at email@example.com or by mail at the following address:
Templum Markets LLC
401 West 14th Street 4th Floor
New York, NY 10014
Attn: Chief Compliance Officer
This Agreement will be governed and interpreted under the laws of the State of New York with respect to its conflicts of laws principles. The parties consent to the personal jurisdiction of New York County, New York for all matters relating to this Agreement.
You agree that if Templum Markets does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Templum Markets has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies of Templum Markets. If any provision of this Agreement is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable.
Subscribers that access the Platform to engage in the buying or selling of investment opportunities (“Securities”), agree that they are engaging Templum Markets to assist in providing the Services in connection with one or more transactions. In addition, Subscribers agree to the following:
As part of the Service, Templum Markets may allow users to submit indications of interest to buy or sell private securities. By your use of the Platform you understand and acknowledge that:
Subscriber agrees to pay Templum Markets a fee for each transaction that it enters into on the Platform. The sales fee may be equal to a percentage of the purchase price of the Securities and the fee will be disclosed at the point of submission of an indication of interest to purchase or sell the Securities. The sales fee will be payable by both buyers and sellers that are matched in a transaction on the Platform.
By accepting this Agreement, Subscriber understands, agrees and represents as follows:
Subscriber acknowledges and agrees that Templum Markets owns all transaction data generated from the performance of this Agreement and arising out of each transaction that takes place on the Platform and all rights therein.
Subscriber hereby grants to Templum Markets a non-exclusive, non-assignable, non-transferable, worldwide, irrevocable license to receive and use information and data that Subscriber or Subscriber’s agent enters into Platform (“Subscriber’s Data”) for the following purposes:
provided that: (i) such market data products are provided in an aggregate manner that does not directly or indirectly identify Subscriber as the source of the information and, (ii) fees for any such market data product are filed with the Securities and Exchange Commission (“SEC”) in accordance with the requirements of Section 19 of the Securities Exchange Act of 1934.
Subject to the foregoing license, as between Templum Markets and Subscriber, Subscriber retains all ownership and other rights associated with Subscriber’s Data. No provision in this Agreement shall impair any right, interest, or use of Subscriber’s Data granted by operation of SEC rules or any other rule or law. Subscriber represents and warrants that, with respect to Subscriber’s Data (i) Subscriber owns or has sufficient rights in and to Subscriber’s Data to authorize Templum Markets to use Subscriber’s Data to perform all obligations under this Agreement with respect thereto; (ii) use or delivery of Subscriber’s Data by Subscriber or Templum Markets will not violate the proprietary rights (including, without limitation, any privacy rights) of any party; and (iii) use or delivery of Subscriber’s Data by Subscriber or Templum Markets will not violate any applicable law or regulation.
Unless otherwise required by law, Subscriber may not sell, lease, furnish or otherwise permit or provide access to Platform or any information or data made available therein in any format whatsoever (“Data”), with the exception of Subscriber’s Data, to any other entity or to any individual that is not Subscriber’s employee, customer, agent sponsored account, or authorized designee. Subscriber accepts full responsibility for its employees’, customers’, agents’, sponsored accounts' and authorized designees’ use of Platform, which use must comply with Platform Rules and the Subscriber’s obligations under this Agreement. Subscriber will take reasonable security precautions to prevent unauthorized use of or access to Platform, including unauthorized entry of information into Platform, or the information and data made available therein. Without limiting the generality of the foregoing, Subscriber shall insure that all internal use of Platform Data: (i) clearly and prominently identifies the information as originating from Platform where applicable; (ii) is adequately protected to prevent unauthorized access; and (iii) is not altered by Subscriber to make it materially incorrect or misleading in any way. Subscriber may not convey, retransmit, republish or rebroadcast any Platform Data to any outside party unless it signs and complies with a separate agreement with Platform regarding Data usage.
THE CONTENT AND ALL SERVICES ASSOCIATED WITH OR PROVIDED THROUGH THE PLATFORM ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TEMPLUM MARKETS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES OR OPERATION OF THE PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND THE PLATFORM IS AT YOUR SOLE RISK.
TEMPLUM MARKETS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE SERVICES OR THE PLATFORM, WHETHER SUCH SERVICES ARE PROVIDED BY TEMPLUM MARKETS OR BY A THIRD PARTY ON THE PLATFORM, AND TEMPLUM MARKETS EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. TEMPLUM MARKETS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SERVICES THAT MAY BE AVAILABLE THROUGH THE PLATFORM ARE FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
Each Subscriber understands, acknowledge and agrees that Templum Markets and the Platform are not:
Although the Platform may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell Securities, you should not construe any such content as tax, legal, financial, or investment advice.
NONE OF TEMPLUM MARKETS OR ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLERS, EMPLOYEES, AGENTS, CONSULTANTS AND ADVISORS SHALL IN ANY EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR YOUR USE OF THE PLATFORM, THE SERVICES OR THIS AGREEMENT, EVEN IF TEMPLUM MARKETS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LIABILITY OF TEMPLUM MARKETS AND ITS AFFILIATES, IN THE AGGREGATE, TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO TEMPLUM MARKETS FOR THE SERVICES WITHIN THE PAST ONE-YEAR.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, ANY SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You shall defend, indemnify and hold harmless Templum Markets and its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, from and against all claims and expenses, including claims from and against any and all third-parties, and including but not limited to attorney’s fees, in whole or in part arising out of or attributable to any actual or alleged breach of this Agreement, including, without limitation, any violation or alleged violation of any applicable law, or arising out of or attributable to Subscriber’s use of the Platform and the Services.
Templum Markets represents: (i) that Templum Markets is registered with the SEC as a broker-dealer and the Platform is registered as an alternative trading system; and (ii) that Templum Markets has a statutory obligation to protect investors and the public interest, and to ensure that quotation information supplied to investors and the public is fair and informative, and not discriminatory, fictitious or misleading. Accordingly, Subscriber agrees that Templum Markets, when required to do so in fulfillment of its statutory obligations, may, temporarily or permanently, unilaterally condition, modify or terminate the right of any or all individuals or entities, including Subscriber, to receive or use the Platform. Templum Markets shall undertake reasonable efforts to notify Subscriber of any such condition, modification or termination, and Subscriber shall promptly comply with any requirement that may be contained in such notice within such period of time as may be determined in good faith by Templum Markets to be necessary and consistent with its statutory obligations. Any individual or entity that receives such a notice shall have available to it such procedural protections as are provided to it by the Securities Exchange Act of 1934 and the applicable rules thereunder.
By utilizing the Platform or the Services you understand and agree as follows:
You agree that all controversies between you and Templum Markets, its respective affiliates, and its respective officers, directors, employees, agents or representatives shall be determined by arbitration. Such controversies include, but are not limited to, those involving any transaction or the provision of any service or product, or the construction, performance or breach of any agreement between us, whether entered into or occurring prior, or subsequent to the date hereof.
Any arbitration as a result of this Agreement or use of the Platform shall be conducted only before the Financial Industry Regulatory Authority, Inc. (“FINRA”) in accordance with the FINRA rules then in effect, and each of you and Templum Markets consent to such jurisdiction. The venue for the arbitration shall be New York, New York, unless the FINRA rules require otherwise. The parties agree and consent to have the arbitration panel apply New York law to the dispute. All awards rendered by the arbitrators shall be binding and final, and judgment upon any such award may be entered in any court of competent jurisdiction.