General terms and conditions

  1. General

    1. The website www.shareswall.com (the “Website”) is maintained by Corplink Holding Oü, an Estonian limited liability company registered in the Estonian Commercial Register under the registry code 14027623, with registered address at Halla 8, Tallinn 10168, Estonia (the “Company”).

    2. The use of the Website, and any software, products offered and services rendered via the Website (the “Services”), and any relationship between you and the Company arising therefrom is subject to these terms and conditions, as well as all other operating rules, guidelines, instructions or policies regulating the use of the Website (the “General Terms”).

    3. By submitting information to, or accessing information from, the Website, or using the Services, you as the end user (the "User") enter into a legal agreement with the Company, and agree to the General Terms and represent and warrant that you have the right, power and authority to agree to and be bound by the General Terms, independent whether specific acceptance is required on the Website, or any part thereof, or not.

    4. The Company may have subsidiaries and affiliated legal entities providing some of the Services, or providing Services in some of the jurisdictions (the “Subsidiaries and Affiliates”). You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you, and the General Terms shall be applied to such relationship between you and the Subsidiaries and Affiliates providing the Services.

    5. If you do not agree to the General Terms, do not submit information to, or access information from, the Website. You may not use the Website or the Services if you are not of a legal age or capacity to form a binding contract, or restricted legally, based on your residency, geographic location, or other eligibility criteria from using the Services.

    6. The Company may, from time to time, amend or modify the General Terms in its sole discretion without any advance notice. The revised version of the General Terms will be effective as of the date of posting on the Website, unless indicated otherwise. However, we generally provide at least 10 days prior notice of any substantial change. If you do not agree to be bound by the amended or modified General Terms, you must cease accessing and/or using the Website and/or the Services.

  2. Services

    1. You can post and /or view listings and announcements of interest for selling or acquiring equity participations in private companies via the Website.

    2. You can post and/or view offers (or solicitations of offers) of funding against equity participations in private companies via the Website.

    3. The Company and/or carefully selected third parties may offer additional Services to the Users, or particular type of Users.

    4. Detailed operating rules and guidelines in relation to particular Service are available at the Website, and form an inseparable part of the General Terms.

    5. The Company is constantly innovating and aiming to create the best possible user experience. Therefore you acknowledge and agree that the Company may add Services or functionalities, or change or amend as well as stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to Users (or particular type of Users) generally at the Company’s sole discretion, without prior notice to you.

    6. Due to the dynamic nature of the internet, resources that are free and publicly available one day may require a fee or may have access restricted the next, and the location of items may change as menus, homepages, and files are reorganized. Use of the Website is at your own sole risk. The Company does not warrant that the Services will be uninterrupted or error-free. The documents and related graphics published on the Website could contain technical inaccuracies or typographical errors. Changes may be made to the information on Website at any time.

  3. Restrictions

    1. The Website merely serves as a place for people with buying and selling interest to meet, acting only in the introductory capacity. The Company does not take any active role or participation either through the Website or otherwise in the negotiation, or execution of the transaction or in trying to find an acquirer for the participations listed on the Website.

    2. In particular, the Company does not provide, either explicitly or implicitly, any investment or other professional advice or recommendation of any kind in relation to the opportunities listed on the Website. The Company does not render any investment service or activities, including (but not limited to) reception and transmission or execution of orders in relation to financial instruments, underwriting or placing of financial instruments.

    3. Although the Company applies due diligence measures it considers reasonable to check and monitor the content published on the Website (the “Content”), the Company does not ensure the completeness, comprehensiveness or accuracy of, endorse or recommend any Content and you shall use such Content on your own risk. You may access such Content solely to obtain initial information from which further evaluation and investigation may commence. It is recommended that you seek professional advice from a person qualified to provide it in your home country.

    4. The use of any technical and/or legal infrastructure provided via the Website, as well as use of any contract or document templates made available to the Users via the Website will be at your sole risk without any liability accepted by the Company.

    5. This availability of the Website and publication of the Content thereof does not constitute or form part of a distribution or an offer or solicitation to buy or sell any securities to any person in any jurisdiction in which such distribution, offer or solicitation would be contrary to local law or regulation. In particular, the Content of the Website is not for distribution, and does not constitute an offer to sell or buy, or the solicitation of any offer to sell or buy, any securities in the United States of America or to or for the benefit of US Person within the meaning of Regulation S under the Securities Act of 1933 or any other applicable legislation (including Foreign Account Tax Compliance Act). This shall include U.S. citizens (including dual citizenship) or U.S. residents for tax purposes, privately owned domestic corporation, domestic partnership, or a domestic trust or estate.

  4. Registration

    1. In the sole discretion of the Company, some parts of the Website and the Content provided therein, and/or the Services may be available only to Users who have registered a user account on the Website (the “User Account”). Such rights and privileges associated with the User Account are granted to individuals exclusively and are granted specifically to the registered Users only. Such rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone without the express written permission of the Company.

    2. The Company may create different User groups, and limit access and/or other rights of particular User groups with respect to certain parts of the Website, Content, or Services.

    3. The Company takes the prevention of fraud as well as money laundering and other illegal activities very seriously, and therefore has implemented “Know Your Customer” and other procedures it deems appropriate and necessary, even if not directly obligated to do so pursuant to the applicable laws and regulations. The Company strives to implement measure substantially similar as required by applicable laws and regulation for prevention of money laundering and terrorist financing.

    4. For registering the User Account, you have to provide certain personal information about yourself, as determined and required by the Company, to enable your identification, and for the Company to perform all verification checks that it deems necessary. You agree that information you submit about yourself is true, accurate, current and complete. You agree to update your registration and profile information to keep it current and accurate.

    5. You hereby authorize the Company, directly or through third parties to make any inquiries it consider necessary to verify your identity and/or to apply measure in order to prevent fraud, including to submit a query regarding identity information contained in public domains or reports, regarding account information associated with your linked bank account or qualifying credit/debit cards (for example name or account balance), and to take any action that the Company reasonably deems necessary based on the results of such inquiries or reports. You further authorize any and all third parties to whom such inquiries or requests may be directed to fully respond to such inquiries or requests.

    6. The Company has the right in its sole discretion, to refuse to open a User Account without any obligation to explain the refusal, or limit the number of accounts that a single User may establish and maintain at any time.

    7. For opening a User Account, you have to select a unique username and password (the “Security Elements”). The Company may facilitate and accept other type of Security Elements for verification and access to the User Account, which the Company considers sufficiently reliable and secure (for example ID-cards, mobile-ID). You are strictly prohibited from sharing your Security Elements with others and you are solely responsible for keeping such Security Elements safe and secret. You shall immediately inform the Company about the loss or theft of the Security Elements, or any unauthorized or wrongful use of the Security Elements or your User Account, or suspicion thereof. Until receiving such notification, all access to and use of the Website via your personalized Security Elements shall be deemed as undertaken by and attributable to you.

  5. User Content

    1. You are solely responsible for the content, including business description, financial information, photographs and other information that you have created, uploaded, posted, e-mailed, transmitted, displayed or otherwise made available on or through the Website or the Services (the “User Content”).

    2. You shall ensure that any User Content provided by you is up to date, full, correct, accurate and not misleading, it has not been prohibited or restricted by laws or regulations and it is not inappropriate or insulting.

    3. You agree that each listing posted for a sale opportunity/entity is permitted for one business only, and may not be changed or edited in an attempt to offer or sell a different opportunity or business entity.

    4. You hereby confirm and ensure that you have all the rights and authorizations to use the User Content provided by you in such scope as undertaken by you, including from the photographers or authors and/or copyright owners of any photographs or other materials protected by copyright or other intellectual property rights. The Company has the right to require additional evidence of such rights and authorizations, as it deems necessary in its sole discretion.

    5. The Company reserves the right, but has no obligation, to pre-screen, review, flag, filter, modify, refuse or remove any or all of the User Content from the Website or the Services. You are solely responsible for retaining all necessary back-up copies of all relevant User Content.

    6. The Company has the sole authority to choose the manner in which any User Content will be searched, displayed, accessed, downloaded, copied, or otherwise used on the Website and the Company has the right to modify the User Content in the exercise of its rights under this Agreement. The Company may also require that any photographs used as part of the User Content are taken by the Company’s designated photographers.

    7. You agree that you are solely responsible for, and the Company has no responsibility to you or to any third party, for any User Content that you create, upload, transmit or display while using the Website or the Services and by doing so also for the consequences of your actions, including any loss or damage which the Company may suffer as a result. You also understand that the Company is not responsible for the User Content that other Users have created, uploaded, transmitted or displayed, nor for the accurateness, completeness or timeliness of the information presented.

  6. Third Party Content

    1. The Website may contain hyperlinks to other websites, contents and resources operated or provided by parties other than Company, and which are beyond the Company's control (the “Third Party Content”). Your use of such third party services, software or goods may be subject to separate terms between you and the third party concerned, and these General Terms do not affect your legal relationship with such third parties.

    2. The Website and some of the Services may be supported by advertising revenue and may display advertisements and promotions. You agree that the Company may place advertising on the Website in the manner, mode and extent as decided by the Company, subject to change without specific notice to you. You understand and agree that the Company is not responsible for the content of such advertisements.

    3. The Company does not examine or evaluate nor endorse the Third Party Content, makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of such Third Party Content, nor for the continued availability of such content. The Company does not assume any liability for the actions or omissions taken on the basis of, or reliance placed on any Third Party Content.

    4. The Company expressly disclaims all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with access to and use of such Third Party Content.

  7. Payment Terms

    1. We invoice depending on the Services you have purchased or used, based on the Company’s price list provided at https://shareswall.ee/media/filer_public/ef/32/ef32e59e-9805-4572-b35c-b3b9c6a36904/shareswall_pricing-eng_4.pdf (the “Price List”). The Company has the right in its sole discretion to amend the Price List from time to time without any prior notice.

    2. Your total price will include the price of the product or Service plus any applicable sales tax. Such sales tax is based on the bill-to address and the sales tax rate in effect at the time you subscribe to the product or Service. You shall also be solely responsible for paying any other tax, or corresponding payments required in relation to the use of the Services.

    3. The payment options and methods accepted by the Company are provided on the Website. You acknowledge and agree that the Company stores your payment information. It is your responsibility to provide the Company with any contact or billing information, or promptly inform of any changes or updates thereto (including e-mail address, credit card numbers, etc.).

    4. A late payment fee at the rate of 0.5% per day may be charged on any amount due by the payment date. This fee will be applied as from the day immediately following the payment date. In addition to the late payment fee, if you have not duly paid for any amount due, your User Account may be suspended, and you may be responsible for collection costs and related legal costs.

    5. All Services are sold “as-is”, and there will be no refunds, unless otherwise indicated in an agreement you have signed with the Company. Fees paid for periodic subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the period subscribed for. Gift certificates, codes and allowances, in addition to unused balances, are not redeemable for cash and cannot be returned for a cash refund, exchanged, resold, or otherwise cashed. Subscription fees and unused balances, if any exists, are neither transferable nor entitled to an interest payment.

  8. Obligations of the User

    1. You agree to use the Services only for purposes that are permitted by and in accordance with the General Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You shall be polite in using the Website or the Services, and respectful towards other Users and the Company. You shall be specifically prohibited from using the Website or the Services for any illegal transactions or activities, including fraud, money laundering or other similar activities.

    2. You agree not to access (or attempt to access) any of the Services by any means other than through the Website nor use robots spiders, scrapers and other automatic data entry and processing devices for automated access to the Website and the Services, unless you have been specifically allowed to do so by the Company. You agree that you will not engage in any activity that interferes with or disrupts the Services, or the servers and networks which are connected to the website and/or the Services.

    3. You are responsible for any reporting to competent authorities pursuant to the applicable law as a result of using the Website and/or the Services.

    4. You shall limit access to and use of the Content for personal and internal use only, and not for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. You shall not use or reproduce the Content obtained from the Service for or in connection to any other listing service or device.

    5. You shall not harvest, collect or otherwise process information about the other Users, including e-mail addresses, without their consent. You may not commercialize any part of the Website or the Services, or any information or software associated with them.

    6. You shall not modify, merge, decompile, disassemble, translate, decode or reverse engineer any portion of the Website or the Services, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Website or the Services. You shall not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, but you are free to recommend the Website and the Service to other prospective users.

    7. You shall not access or use any portion of the Services if you are in a direct or indirect competition with the Company, nor shall provide, disclose or transmit any portion of the Services or the Content to any direct or indirect competitor of Company. As an example, the Company considers as its competitor an internet listing services or other business information services and employees, independent contractors and agents of such services, but not limited thereto. Customers violating these specific terms, specifically those customers searching the Website in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their User Account, and will be assessed an excessive user fee of EUR 500.

  9. Intellectual Property Rights

    1. The Company retains all rights (including the Intellectual Property Rights, as defined below), title and interest in the Website and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Services hereunder, whether registered or not. You shall not, nor permit others via manual or automated means (including the use of any robot, spider or other automated process) to reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Company's technology or delete or alter author attributes or copyright notices.

    2. The Intellectual Property Rights shall mean all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

    3. Unless provided otherwise in the General Terms, or agreed separately with the Company, you do not have the right to use the Company’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

    4. You acknowledge and agree that all information (such as data files, written text, photographs, videos or other images) which you may have access to as part of, or through your use of, the Website and the Services, including the User Content and the Third Party Content, are the sole responsibility of the person from which such content originated, and may be protected by intellectual property rights which are owned by the Users, sponsors or advertisers who provide that content, or third parties. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such content (either in whole or in part), unless you have been specifically permitted to do so by the Company, or by the owners of that content, in accordance with this agreement or a separate agreement.

  10. License

    1. By submitting, posting or displaying any User Content through or to the Website or the Services, you hereby irrevocably grant to the Company, its Subsidiaries and Affiliates, distributors and other parties with whom the Company has a relationships for the provision of the Services, a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sub-licensable license, to use, reproduce, modify, adapt, translate, publicly perform, publicly display, create derivative works from, transfer, transmit and distribute such User Content in whole or in part and to incorporate the User Content into other works in any format or medium now known or later developed.

    2. You represent and warrant that you have all the rights, power and authority necessary to grant the above licenses.

    3. You agree that the grant of this license is without any entitlement of payment of fees or consideration.

  11. Termination

    1. This agreement is of unlimited duration. You may terminate the agreement, for any or no reason, at any time. Such option may be available through your User Account profile under your subscription rights.

    2. The Company may terminate or suspend the agreement and the User Account for any reason or no reason, at any time, with or without a notice. This cancellation or suspension shall be effective immediately or as may be specified in the notice. Termination or suspension of the User Account includes disabling your access to the Website and the Services, and may also bar you from any future use of the Website or the Services.

    3. Without prejudice to the generality of clause 11.2 above, the Company may, at any time, restrict, suspend or terminate your User Account in case of abuse or misuses of the Services. This includes using offensive language, providing false or misleading information, unauthorized use of the Services, infringing any intellectual property rights or any other behavior that the Company, in its sole discretion, deems contrary to its purpose.

  12. Notices

    1. You agree that the Company may contact you in the manner it has in its records, including by e-mail, regular mail, phone, fax, postings on Website or your User Account, for the following purposes: (i) for reasons relating to your User Account or your use of the Services (including to collect a debt, resolve a dispute, or to otherwise enforce these General Terms) or as authorized by applicable law; (ii) to contact you for marketing, promotional, or other reasons that you have either previously consented to or that you may be asked to consent to in the future; (iii) for system messages, product updates, service announcements. If you do not wish to receive any longer any marketing or promotional communications, you may always opt out by send us an e-mail or click an unsubscribe link in the e-mail sent to you.

    2. For general inquiries, you may contact us by e-mail info@shareswall.com, our web-based CRM application, or by other contact details provided on the Website. All legal notices must be sent by postal to the registered address of the Company at Halla 8, Tallinn 10168, Estonia.

  13. Personal Data Protection

    1. The Company respects your privacy. As a part of the General Terms, the Company’s Privacy Policy sets out the principles under which the Company may use your personal data. We encourage you to read the Privacy Policy.

    2. You agree to that the Company may have your personal data transferred to and processed outside the European Economic Area, even if no equivalent personal data protection is provided in such jurisdiction.

  14. Liability and Indemnification

    1. The Website and the Services are provided on “as is” and “as available” basis without warranty of any kind. The Company makes no promises, representation or warranties, either express or implied, with respect to the Website or the Services, including their accuracy, operation, conformity to any representation or description, or the existence of any patent or latent defects.

    2. Any material downloaded or otherwise obtained through the use of the Website or the Services is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other devices, or loss of data that may result from the download of any such material.

    3. Without prejudice to other provisions of this agreement, the liability of the Company is excluded to the maximum extent permissible under applicable law, and the Company shall only be liable for direct damage caused by its material willful breach of its obligations, unless attributable to the actions or omissions of third parties (including third party service providers of the Company). In no case shall the Company, its Subsidiaries and Affiliates, officers, directors, employees, agents or suppliers be liable for any indirect, special, incidental or consequential damages, even if advised of the possibility thereof (including loss of profits, loss of business, loss of use or data, interruption of business, loss of goodwill or reputation, any intangible loss) arising out of this agreement, including (i) use of or inability to use the Services or the Website; (ii) delays or disruptions of the Services or the Website; (iii) viruses or any malicious software obtained by accessing the Services or the Website; (iv) the accuracy or reliability of the Content; (v) suspension of your User Account; (vi) you being dissatisfied with the Website or the Services; (vii) your need to modify your practice or User Content. Your exclusive remedy and the Company's maximum liability under the agreement shall be a refund of the fees paid to Company hereunder, and in no event will the Company's liability for any reason exceed such fee. The Company, its Subsidiaries and Affiliates, officers, directors, employees and agents shall not be liable for any damages whatsoever arising from your use of the Services or the Website.

    4. You hereby indemnify the Company, its Subsidiaries and Affiliates, officers, directors, employees, agents and hold each of them harmless from and against any and all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) as a result of a claims, charges, and investigations by any person other than you arising from your use of the Website and/or the Services, including, but not limited to, your submission of User Content that violates third-party rights or applicable laws.

    5. If you have a dispute with other Users, you release the Company, its Subsidiaries and Affiliates, officers, directors, employees and agents from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such a dispute. However, the Company reserves the right to interfere in such disputes at its own discretion, if necessary, and apply remedies available to it in case of violation of the General Terms.

  15. Cookies

    1. The Website uses cookies in order to make it more user-friendly and anonymously track Users’ use of the Services. This is a standard policy in most websites.

    2. Cookies are small text files that a website stores on your device when you browse that website. Cookies store data of your use of the Website. Cookies are not used for identifying a person. You can control and/or remove cookies freely at the individual bowser level.

  16. Miscellaneous

    1. Unless otherwise agreed, the General Terms constitute the entire agreement between you and the Company, and govern your use of the Website and the Services (but excluding any services which the Company may provide to you under a separate written agreement), and supersede all previous agreements and understanding, whether oral or written, with respect to the subject matter of this agreement.

    2. You agree that if the Company does not exercise or enforce any legal right or remedy which is available to the Company pursuant to the General Terms, or under any applicable law, this will not be not be considered as a waiver of such rights and those rights and remedies will remain available to the Company.

    3. If any of the provision of the General Terms is ruled to be invalid or not applicable by any competent authority, such provision shall be replaced with the valid and applicable provision to achieve the intended purpose of the General Terms. The remaining provisions of the General Terms will continue to be valid and enforceable.

    4. You acknowledge and agree that the Subsidiaries and Affiliates, as well as any tied agents of the Company shall be third party beneficiaries to the General Terms and shall be entitled to directly enforce, and rely upon, any provision of the General Terms which confers a benefit on (or rights in favor of) them. Other than these parties, no other person or company shall be a third party beneficiary to the General Terms.

    5. This agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by you without the prior written consent of the Company, which retains the right to withhold such consent in its sole discretion.

    6. The General Terms, and your relationship with the Company under the General Terms, shall be governed by the laws of Estonia, without regard to the conflict of laws provisions. The parties to the agreement undertake to try to resolve any disagreements and disputes arising from or under the General Terms through amicable negotiations. The Company has the right to unilaterally establish a procedure for such extrajudicial settlement of disputes. If unable to reasonably settle a dispute out of court, the parties agree to submit any dispute under the General Terms to the exclusive jurisdiction of the courts in Estonia. Notwithstanding the above, you agree that the Company shall be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.