Terms of Use

Last Updated: March 24, 2025

 

GENERAL

Secondary Suite  (together with its affiliates and subsidiaries, the “Company”, “We”, “Us” or “Our”) welcome You (“User(s)”, “You” or “Your”) to our website at secondary-suite.com including but not limited to all of Our website domains and subdomains (the “Site”). Our Site offers information regarding secondary share purchase transactions in the private market (“Secondary Transaction(s)”), and allows users who have registered and opened an Account to post and view online listings of such Secondary Transactions (“Listings”). Each of the Users may use the Site in accordance with these Terms of Use (the “Terms” or “Agreement”).  

This Agreement sets forth the legally binding terms and conditions for Your access and use of any of the services or technology provided by Us to You, including but not limited to Our Site and all of the associated services, features, Content (as defined below), widgets, materials, and other tools offered by Us (being referred to in this agreement, collectively, the “Service”). 

The term "You", for its various inflections, as used in these Terms means either an individual utilizing any of the Services or Website in his or her individual capacity or a company or other entity affiliated with an individual utilizing any of the Services on behalf of that company or other entity. If You are entering into these Terms on behalf of a company or other entity, You represent that You are a duly authorized employee or agent of such company or other entity with the authority to enter into these Terms on behalf of such company or other entity and that such company or other entity will be bound by these Terms. In such a case, the term "You" will also refer to such third party or parties on a joint and several basis. 

ACCEPTANCE OF TERMS; INCORPORATION OF RELATED TERMS

The Service is offered subject to acceptance without modification of all of the terms and conditions contained in these Terms, which terms also incorporate Our Privacy Policy, located here (the “Privacy Policy”), and all other operating rules, policies and procedures that may be published from time to time on the Site by Us, each of which is incorporated by reference and each of which may be updated by Us from time to time without notice to You. The Services shall also be subject to the Data Processing Addendum to be entered into by You and Us (the “DPA”). 

If applicable, You and Us may enter into an order form, with respect to the Services (the “Order Form”). In case of any conflict between these Terms and the Order Form, the Terms shall prevail, unless explicitly stated otherwise in the relevant Order Form. By executing an Order Form you accept these Terms as may be changed from time to time, unless otherwise specifically stated in the Order Form. 

In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Us from time to time; Your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

If You do not acknowledge or agree with these Terms, do not use or browse the Site and You must also immediately discontinue the use of the Services. It is Your responsibility to review these Terms periodically for changes and We encourage You to do so. Your continued use of the Site or Service, including following the posting of any changes to these Terms, constitutes acceptance of these Terms and changes, as applicable.

ELIGIBILITY

The Service can only be accessed by individuals who are at least 18 years old. You represent and warrant, You are of legal age to form a binding contract, and that all registration information You submit is accurate and truthful. We may, in Our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Portions of the Service are available only to “Accredited Investors” as that term is defined by the U.S. Securities and Exchange Commission. 

REGISTRATION

As a condition to using the Site, You are  required to register and open an account (“Account”). Registration can be done by completing the registration process within the Site, which may require You to share with us accurate, truthful, and complete registration information (including, but not limited to Your name (“User Name”), e-mail address and a password You will use to access the Site and the Service). All Information provided by You or gathered about You is subject to the Terms. Information gathered about You or about your representatives through the registration process and information collected about You to facilitate the operation of the Site, will be subject to our Privacy Policy. Your use of the Services and all information you upload to the Site will be subject to the DPA.

You represent and warrant that all information provided by You when registering is true, accurate, up-to-date and complete and that You will maintain, at all times, true, accurate, up-to-date, and complete information related to Your registration, including any information or affirmation provided with respect to Your status as an “Accredited Investor.” If Your status as, or the basis on which You qualify as, an “Accredited Investor” changes after registration, You are required to notify Us at  support@secondary-suite.com, as soon as practicable. Failure to comply with any of the obligations in this paragraph shall constitute a breach of the Terms, which may result in immediate termination of Your Account. 

You shall not:

• provide any false personal information (including a false User Name) or create any account for anyone other than Yourself without permission;

• use a User Name that is the name of another person with the intent to impersonate that person;

• use a User Name that is a name subject to any rights of a person other than You without appropriate authorization; or

• use a User Name that is a name that is otherwise offensive, vulgar or obscene.

We reserves the right to refuse registration of or cancel a User Name in its sole discretion.

You are solely responsible for all activities that occur on Your Account, whether undertaken by You or anyone or anything using the Service while using Your User Name, whether authorized or unauthorized. You shall be responsible for maintaining security and confidentiality with respect to Your Account password and information related to Your registration. Please be advised that You generate and store a private encryption key (“Private Key”) to Your information. In such case, note that the if You may lose the Private Key then Your information will be lost with no option to restore and decrypt it. We shall not be responsible for any losses arising from the financial loss or theft of Your Private Key or Your information due to unauthorized or fraudulent transactions using Your Account. You shall also never use another user’s account without such other user’s express permission. You will immediately notify Us in writing of any actual or suspected unauthorized use of Your Account, or other Account related security breach of which You are aware.

To the extent applicable, when utilizing the Site or Service, You are required to use the security procedures currently or hereafter maintained by Us to confirm that only authorized users have access to the Service and any Account.

CONSIDERATION

We shall be entitled to fees for the Services provided to You (the “Fees”). The Fees shall be  
 

In consideration for the Services provided herein, You shall pay Us certain fees according to and as specified in the Order Form entered into by You and Us. The payment terms for the fees shall be set forth in the Order Form.

All amounts paid shall be non-refundable, non-cancellable and non-creditable regardless of any termination of Your access to the Services, for any reason. All payments shall be invoiced.

Interest in the amount of 1.5% per month will be charged on all late payments. We reserve the right to immediately suspend or terminate Your use of the Services and Site, in the event of any delay in payment. You shall reimburse Us for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting late payments pursuant to this Terms. 

All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with these Terms, the Service, or Your access to Our Site and use of Our Services. You shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Our income), which may be invoiced by Us from time-to-time.

CONSENT TO ELECTRONIC COMMUNICATIONS

You specifically agree to receive and/or obtain “Communications” from Us and Our affiliates in “Electronic Form”, rather than in paper form, and to the use of electronic signatures in our relationship with You. The term “Communications” includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding Your relationship with Us and/or Our affiliates, including notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term “Electronic Form” includes, but is not limited to, electronic delivery of Communications posted or made available on the Site and/or sent via the e-mail address associated with the Account through which You access the Services.

You accept Communications provided in Electronic Form as reasonable and proper notice for You, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to You in writing or in a form that You may keep. You represent that You have the appropriate personal computer or other electronic device, software, and internet connection to enable You to retain, if You so choose, any Communications that we may send in Electronic Form for Your records.

If You have the legal right under any federal and/or state laws or regulations to receive a document in paper form, You may withdraw Your consent to receiving that document in Electronic Form by contacting Us at support@secondary-suite.com. A withdrawal of Your consent to receive such document in Electronic Form will be effective only after We have had reasonable time to process Your request.

CONNECTION WITH OTHER USERS

You may post online Listings of Secondary Transactions. Note that upon posting of a Listing, You will be required to define Your Listing as “Private” (marked as Hidden) or “Public”, according to your consideration. If You define Your Listing as “Public” other users will be able to review Your Listing, however, such users shall not be able to view Your name, contact details and company name, all of which will only be exposed to specific other users that may request to connect with you with respect to a specific Listing, and subject to Your approval of such request. 

SECURITIES PRODUCTS

All investments involve risk, including the risk of loss of Your investment. You should carefully consider your investment objectives, risks, transaction costs and other expenses before deciding to invest in any Secondary Transaction listed in Our Site.

Any securities mentioned on the Site or as part of the Service are suitable only for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of the investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless and until registered with the U.S. Securities and Exchange Commission (the “SEC”), if at all. Securities will be subject to restrictions on resale and transfer, including holding period requirements. Investing in private market requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities available on the Site or as part of the Service are not FDIC-insured, may lose value, and are not guaranteed by any bank or institution.

Any securities mentioned in the Site have not been registered under the Securities Act, in reliance on exemptions thereto. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. We do not represent that any governmental agency has necessarily reviewed the Site or Service or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any Secondary Transaction available thereon. 

The exemptions relied upon for such Secondary Transactions are significantly dependent upon the accuracy of representations made by Our Users when posting Listings, including You, as well as the issuers of the applicable securities, each as may be reflected in applicable Secondary Transaction documents. In the event that any such representations prove to be untrue, the registration exemptions might not be available and substantial liability could result. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE ALL PERSONS AND ENTITIES WHO ELECT TO PARTICIPATE IN SECONDARY TRANSACTIONS LISTED ON THE SITE OR IN CONNECTION WITH THE SERVICES TO CONSULT LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFOREHAND, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY SECONDARY TRANSACTION MATERIALS, AND REQUEST ANY ADDITIONAL INFORMATION.

FINANCIAL INFORMATION

Our Services make available certain financial market data, quotes, news, or other financial information, including, without limitation, any videos, audio clips, written forum comments, hyperlinks, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Us on or through the Site or Service (the “Content”).  

The Content may be obtained from certain financial market information services; financial publishers; various securities markets, including stock exchanges and their affiliates; investment bankers and other providers (collectively, the "Information Providers") or may be independently obtained by Us.  We do not guarantee or certify the accuracy, completeness, timeliness or correct sequencing of the Content, whether made available by Us or by the Information Providers. 

You agree that neither Us nor the Information Providers shall be liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Content, or for any decision made or action taken by You relying upon the Content. You further agree that neither Us, nor the Information Providers will be liable in any way for the interruption of any Content or other aspect of the Service. You understand that none of the Content available through the Service constitutes a recommendation or solicitation that You should purchase or sell any particular security.

RULES AND CONDUCT

As a condition of access and use, You promise not to access or use the Site and the Service for any purpose that is prohibited by the Terms. The Site and the Service (including, without limitation, any associated Content (as defined below)) is provided only for Your own personal, non-commercial use, unless commercial use has been explicitly approved by Us. You are responsible for all of Your activity in connection with the Site and the Service. 

By way of example, and not as a limitation, You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of Listings (as applicable) on or through the Site or Service that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

• You know is false, misleading, untruthful or inaccurate;

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate as determined by Us in Our sole discretion;

• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);

• involves commercial activities and/or sales without Our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, network or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information from Us, other Users or any third party;

• impersonates any person or entity, including any of Our employees or representatives and any other User; or

• sends altered, deceptive or false source-identifying information, including “spoofing” or “phishing”.

Additionally, You shall not (directly or indirectly):

• take any action that imposes or may impose (as determined by Us in Our sole discretion) an unreasonable or disproportionately large load on Our (or Our third party providers’) infrastructure;

• interfere or attempt to interfere with the proper working of the Site or Service or any activities conducted on the Site;

• bypass any measures We may use to prevent or restrict access to the Site (or other accounts, computer systems or networks connected to the Site);

• run any form of auto-responder or “spam” on the Service;

• use manual or automated software, devices, or other processes to “crawl” or “spider” any component of the Site;

• decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Service, except to the limited extent applicable laws specifically prohibit such restriction;

• modify, translate, or otherwise create derivative works of any part of the Site or Service;

• copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder;

• hack the Site the Service, or any part thereof; or

• Intercept, capture, emulate, or redirect the communications protocols used by Us for any purpose, including without limitation causing the Site or Service to connect to any computer server or other device not authorized by Us.

You shall abide by all applicable local, state, national and international laws and regulations in Your use of the Service.

We do not guarantee that any Content will be made available on the Site or through the Service. We have no obligation to monitor the Site or Service. However, We reserves the right to: (a) remove, edit or modify any Content in Our sole discretion from the Site or Service at any time, without notice to You and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if We are concerned that You may have violated these Terms), or for no reason at all; and/or (b) suspend or terminate the right to use the Site and/or the Service pursuant to this Agreement.

THIRD PARTY SITES AND CONTENT

The Site may permit You to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. These other websites, services and resources (“Third Party Sites”) are not under Our control, and You acknowledge that We are not responsible or liable for any content, information, data, advertising, products, goods or services available on or through any such Third Party Sites (“Third Party Content”), as well as for any of the functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. The inclusion of any such link does not imply endorsement by Us or any association with its operators. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Sites or Third Party Content.

You agree that Your access and/or use of Third Party Sites, including but not limited Third Party Content and any other materials on or available through Third Party Sites is at Your own risk and subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites.

INTELLECTUAL PROPERTY RIGHTS

The Services, the Site, including the algorithm used to provide the Services, the anonymized and aggregate data collected, the look and feel of the Services, including the video materials, text, photos, logos, any graphical display of data, designs, sound, figures, analysis, statistics, trademarks and any other content embodied in the Services and the Site, are protected by Our Intellectual Property Rights. 

For the purpose of this Terms, “Intellectual Property Rights” means any and all intellectual property rights, whether registered or not, worldwide including, without limitation, all the following: (i) copyrights, including moral rights, registrations and applications for registration thereof; (ii) computer software programs, data and documentation; (iii) patents, patent applications and all related continuations, divisional, reissue, design patents, applications and registrations thereof, certificates of inventions; and (iv) trademarks, trademark applications, domain names, trade secrets and Confidential Information (as defined below). 

As between You and Us, We retain all rights, title, and interest in and to the Services and the Site. The use of the Services, the Site does not confer on You any of the Intellectual Property Rights embodied therein, other than the right to use such in accordance with the terms of these Terms.

In addition, You acknowledge and understand that all title and rights in and to any Third Party Content that is not contained on the Site or in the Service, but may be accessed through the Site or Service, is the property of the respective content owners and may be protected by applicable Intellectual Property Rights. 

You shall not, nor shall You allow any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Site and the Services, pursuant to these Terms or otherwise exploit any of the Site and the Services, without Our explicit, prior written permission.

You hereby grant Us a limited, nonexclusive, non-transferable, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Site by You, including but not limited to Listings uploaded by you, account numbers, name, date, account amount, and endorsements for the purpose of providing the Service, subject to the DPA. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with an internal guidelines or procedures.

We hereby grants You a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to use the Site and the Services, solely for personal, non-commercial use, unless commercial use has been explicitly approved by Us. Use for other than personal, non-commercial use is expressly prohibited without prior written permission from Us, and may be subject to additional permissions from the User that uploaded such Content. 

If You contact Us with feedback data (e.g., questions, comments, suggestions, or the like) regarding the Services (collectively, “Feedback”), such Feedback shall be deemed to be non-confidential, and We shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to use or incorporate into Our Services any such Feedback, and use same for any purpose all without further compensation to You and without your approval. You agree that all such Feedback shall not be subject to confidentiality obligations towards You. Further, you warrant that Your Feedback is not subject to any license terms that would purport to require Us to comply with any additional obligations with respect to any current or future Services that incorporate any Feedback.

CONFIDENTIALITY

As used herein, “Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, has identified in writing as confidential or proprietary to the other party (the “Receiving Party”), or that a reasonable person should understand to be confidential due to the circumstances of disclosure or the nature of the information itself. Information will not be deemed “Confidential Information” if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these Terms by the Receiving Party.  

The Receiving Party agrees that it will use the Confidential Information of the Disclosing Party solely to perform its obligations or exercise its rights hereunder and will exercise due care in protecting the Confidential Information from unauthorized use and disclosure. The Receiving Party will use reasonable measures to protect the confidentiality and value of the Disclosing Party’s Confidential Information. The Receiving Party will not disclose, or permit to be disclosed, the Disclosing Party’s Confidential Information, directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except that the Receiving Party may disclose the Disclosing Party’s Confidential Information (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants, and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations; and (ii) as required by law (in which case, where permissible and feasible, the Receiving Party will provide the Disclosing Party with prior written notification and the opportunity to contest such disclosure. The Receiving Party will use commercially reasonable efforts to minimize such disclosure to the extent permitted by applicable law). In the event of an actual or threatened breach of the provisions of this Section by the Receiving Party, the Disclosing Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

YOUR INFORMATION

The collection, use and disclosure, if any, of information collected about You by Us on the Site is detailed in Our Privacy Policy that can be found here. By acknowledging and agreeing to this Agreement, or by using the Site or Services, You consent that We, including Our subsidiaries, affiliates, agents, third-party partners and service providers, receiving, collecting, storing, processing, transmitting, and using Your information for Services functionality and for the purposes disclosed in Our Privacy Policy. 

TERMINATION

We may terminate or suspend Your access to all or any part of the Site or Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with Your membership. If You wish to terminate Your account, You may do so by following the instructions on the Site. You acknowledge that, following termination or suspension (as applicable), You will not be entitled to raise any claims regarding the outcomes or results associated with such disconnection. Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

WARRANTY DISCLAIMER

By virtue of Your accessing the Service, We have no special relationship or fiduciary duty with You. You acknowledge that We have no control over, and no duty to take any action regarding: which users gains access to the Site and which Listings are uploaded from time to time by such Users; what Content and Listings You access via the Site; what effects the Content and Listings may have on You; how You may interpret or use the Content and Listings; or what actions You may take as a result of having been exposed to the Content and Listings. You release US from all liability for You having acquired or not acquired Content or any information through the Site. The Site may contain, or direct You to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any Content or Listings contained in or accessed through the Site, and We will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Service.

We shall not be held responsible for any loss of Your investment and the decisions You make to buy, sell, or hold based on the Listings, Content and other information provided by Our Site.

THE SITE, THE CONTENT AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE, CONTENT OR SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT AVAILABLE AT OR THROUGH THE SITE OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE, CONTENT OR SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless Us, Our affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your use or misuse of, or access to, the Site, Service, violation of these Terms, or infringement by You, or any third party using Your account, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with Us in asserting any available defenses.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL WE, INCLUDING OUR REPRESENTATIVES, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR THE SERVICES, YOUR USE OR INABILITY TO USE EACH OF THE FOREGOING, AND/OR THE FAILURE OF THEM TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM OUR PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION BY US OR BY OUR REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER WE OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, WE AND OUR REPRESENTATIVES TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT THE FEES ACTUALLY PAID TO US BY YOU, IF ANY, FOR USE OF THE SERVICES AND THE SITE, IN THE TWELVE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU OR ANYONE ELSE IF ANY EVENT LEADING TO SUCH DAMAGES, LOSSES OR LIABILITY WOULD HAVE BEEN PREVENTED BY THE USE OF THEN AVAILABLE SECURITY FEATURES AND/OR PROCEDURES MAINTAINED BY US TO CONFIRM THAT ONLY AUTHORIZED USERS HAVE ACCESS TO THE SERVICE AND/OR ANY ACCOUNT. ADDITIONALLY, YOU ARE RESPONSIBLE FOR ALL LOGIN CREDENTIALS, INCLUDING USERNAMES AND PASSWORDS AND PRIVATE KEY. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU, OR ANYONE ELSE, IF SUCH INFORMATION IS NOT KEPT CONFIDENTIAL BY YOU, OR IF SUCH INFORMATION IS CORRECTLY PROVIDED BY AN UNAUTHORIZED THIRD-PARTY LOGGING INTO AND ACCESSING THE SITE OR SERVICE.

MODIFICATION TO THE TERMS

We reserve the right and sole discretion to modify these Terms, the Privacy Policy, and any notices, rules, policies, and procedures that may be published on the Site, from time to time, and any such modifications become effective immediately upon Your opportunity to view them after a modified version is posted to the Site. It is Your sole responsibility to check the Site to view any such changes. If You do not agree to all of the changes, You must cease use of the Site; any usage by You of the Services after any modifications are made indicates acceptance of the modified Terms or other provisions. Notwithstanding and without limiting the foregoing, We may provide a notice to You of any such revision, and require You to indicate acceptance of any new version in order to continue to use the Site and/or the Service.

CHANGES TO SERVICE

We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Site or Service. You acknowledge and agree that We have no obligation to make available to You any subsequent versions of the Site. You also agree that You may have to enter into a renewed version of this Agreement if You want to download, install or use a new version of the Site or Service. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Site or Service, and any such maintenance and support services provided will be provided at Our discretion.

MISCELLANEOUS

(a) These Terms are the entire agreement between You and Us with respect to the Site or Service and use of the Site and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Us with respect to the Site; (b) If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable; (c) The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder; (d) No amendment hereof will be binding unless in writing and signed by Us; (e) These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto; and (f) These Terms and the relationship between You and Us shall be governed by, and construed and interpreted in accordance with, the laws of the State of Israel, and You irrevocably submit to the exclusive jurisdiction of the courts located in Tel Aviv – Jaffa, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. 

NOTICES 

Notices to You will be sent by email to the address You provide Us. Notices to Us will be sent by email; provided, however, that any notice to Us concerning termination, breach, indemnification or any other legal concern (collectively, “Legal Notice”) will be made in writing and delivered by hand delivery, internationally recognized overnight courier service, or by prepaid, certified mail return receipt requested to: Secondary Suite @ Hubz, Raul Valenberg 24 Tel Aviv Israel, Attn. to Ofek Cohany. Notices will be effective upon receipt; provided, however, that (i) notices sent by email will be effective as of the email date absent receipt by the sender of a bounce back or error message, and (ii) Legal Notices to Us will be effective only if made and delivered in the manner expressly set forth above.

CONTACT DETAILS

If You have any questions, please email us at support@secondary-suite.com.

 

 

Data Processing Addendum

This data processing addendum (the “Addendum”), forms a part of the Agreement entered into by and between Secondary-Suite.com (the “Site” or "Company"), and You (the “Customer”) (with The Site on the one hand and the Customer on the other hand who may also be referred to herein as a “Party”, and collectively as the “Parties”).

Capitalized terms not defined herein will have the meaning set forth in the Agreement. 

This addendum applies to Customer's use of the Platform and not to other services provided by the Company.  

DEFINITIONS

In this Addendum, the following words and phrases shall (unless the context otherwise requires) have the meanings set out beside them:

"Agreement Data Subject" shall mean natural persons to which Agreement Personal Data relates.

"Agreement Personal Data" shall mean any Personal Data Processed by the Company in connection with the Services except Customer Information.

"Applicable Laws" shall mean means laws applicable directly to Customer by virtue of the Services provided under the Agreement with respect to any Personal Data.

"Applicable Privacy Laws" shall mean relevant privacy laws that apply directly to Customer by virtue of the Services provided under the Agreement, including (if applicable) GDPR.

"Customer Information" shall mean Personal Data pertaining to the Customer or its representatives (e.g., brokers), provided during the registration process or collected by the Company to facilitate the operation of the Platform.

"Services" shall mean the service provided by the Company to the Customer according to the Agreement.

"Subcontractor" shall mean any person appointed by or on behalf of the Company to Process Agreement Personal Data on behalf of Customer in connection with the Agreement. 

"Controller", "Data Subject", "Personal Data", "Personal Data Breach", and "Processing" shall have the meanings ascribed to them in the Applicable Privacy Laws.

“Standard Contractual Clauses” or “EU SCC” means European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) or any subsequent final version thereof which shall automatically apply. The version of the EU SCCs governing transfers of Personal Data from Controller to Processor is available online in Module 2 at: https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&from=EN#d1e32-57-1

If the European Commission replaces the EU SCCs with amended or new standard contractual clauses, then, to the extent the relevant supervisory authority approves of the use of such amended or new standard contractual clauses, the references herein to "EU SCCs" will be read to refer to such amended or new standard contractual clauses. As set out in Schedule A.

General Requirements 

By virtue of the Agreement, the Company may have access to certain Personal Data regarding individuals. The Customer represents and warrants that the Customer has obtained and will maintain all rights, consents, and authorizations required to grant the Company the rights and licenses set forth herein and to enable the Company to exercise its rights under the same and to provide the Services without violation or infringement of the rights of any third party, including with respect to privacy rights under any Applicable Laws. 

This addendum does not apply to Customer Information. The Customer acknowledges and agrees that in relation to Customer Information the Company is the data controller and it will be processed as described in the Privacy Policy available on the Platform (the “Privacy Policy”). Personal Data provided by the Customer, which is not Customer Information (e.g., Customer's client data, 3^rd party correspondence, etc.), shall be processed as described in this Addendum.  

The Customer hereby grants the Company, and the Company hereby accepts, a non-exclusive, non-transferable license, to use the Agreement Personal Data in an anonymized manner for the Company’s internal purposes. 

Both Parties undertake to act in accordance with the provisions of this Addendum and in accordance with the provisions of the Applicable Privacy Laws. 

AUTHORIZATION AND COMPLIANCE 

It is acknowledged by the Parties that by virtue of the Agreement, the Company may Process Agreement Personal Data on behalf of the Customer. 

The Company shall only Process Agreement Personal Data on behalf of and in accordance with Customer's documented instructions. The customer's instructions for the Processing of Agreement Personal Data shall comply with Applicable Privacy Laws. To the extent that the Company believes that an instruction given by the Customer does not comply with any Applicable Laws, it shall refuse to comply with such instruction even if the Customer insists on it despite the notification of the Company.

Customer is considered as the "Controller" and the Company is considered the "Processor" (or different terms with similar meanings in any Applicable Privacy Laws) with regards to the Agreement Personal Data, by virtue of Applicable Privacy Laws. 

Annex A to this Addendum sets out certain details regarding the Company's Processing of Agreement Personal Data. 

COMPANY'S PERSONNEL

The Company shall ensure that access to Agreement Personal Data is strictly limited to those individuals who need to know or access the relevant Agreement Personal Data and as strictly necessary for the purpose of the Agreement. 

The Company shall take all steps reasonably necessary to ensure that the individuals who may have access to Agreement Personal Data on its behalf (i) are informed of the confidential nature of Agreement Personal Data, and; (ii) are subject to confidentiality undertakings or appropriate statutory obligations of confidentiality.

SUBCONTRACTORS

The Customer acknowledges that the Company may engage third-party Subcontractors in connection with the provision of the Services. The Subcontractors currently used by the Company are listed in Annex A. 

At least seven (7) days before the Company engages a new Subcontractor or replaces an existing one, the Company will update the Customer of that change, providing it with the details of the new Subcontractor and the Services to be provided thereby. If the Customer has a legitimate reason under Applicable Privacy Laws to object to the new Subcontractor's processing of Personal Data, the Customer may request that the Parties discuss a resolution of the objection. Such discussions shall not affect Company's right to use the new Subcontractor after the seven (7) day period.

The Company will take measures to ensure that all its Subcontractors are subject to privacy and security undertakings which are similar to the undertakings which are applicable to the Company as part of this Addendum and are in compliance with Applicable Privacy Laws. 

RIGHTS OF AGREEMENT DATA SUBJECT

Without derogating from the generality of the above, the Company shall (i) notify the Customer without undue delay of any request raised by an Agreement Data Subject in relation to Agreement Personal Data concerning them to the Company; and (ii) refrain from responding to any such request, except on a written instruction of the Customer or as required by Applicable Law to which the Company is subject to.

Taking into account the nature of the Processing of Agreement Personal Data by the Company, the Company shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible and reasonable, for the fulfilment of the Customer's obligations to respond to a request raised by an Agreement Data Subject in relation to Agreement Personal Data concerning them. The Company may refer requests of Agreement Data Subjects received in relation to Agreement Personal Data concerning them and the Agreement Data Subjects making them, directly to the Customer for its treatment of such requests. 

PERSONAL DATA BREACHES

The Company will notify the Customer of any suspect of, or actual, Personal Data Breach affecting Agreement Personal Data without undue delay after becoming aware of the Personal Data Breach.

The Company will assist the Customer in relation to any Personal Data Breach notifications the Customer is required to make under the Applicable Privacy Laws.

DATA SECURITY

The Company shall implement and will apply the technical and organizational measures set forth in Annex B of this Addendum to protect the security of Agreement Personal Data. The Company shall not be required to notify the Customer of any deviation from the measures applied in Annex B of the Agreement so long as it maintains a comparable or better level of security.

RESTRICTED PROCESSING AND TRANSFERS TO THIRD PARTY

The Company undertakes to transfer the Agreement Personal Data or grant access to it only to those employees, Subcontractors, representatives, and/or other third parties on its behalf that will need the Agreement Personal Data for the purpose of providing the Services to the Customer.

The Company undertakes that Personal Data will be only transferred to countries which are allowed under the Applicable Privacy Laws.

Without limitation to the generality of the above, the Company shall ensure that transfers of Personal Data collected from the Data Subjects in EU territory to jurisdictions outside of the EU or the European Economic Area ("EEA") are made only according to the following legal methods:

1. The transfer is to a jurisdiction deemed by the European Commission to have an adequate level of protection; or

2. The transfer is to a country outside of the EEA which is not subject to an adequacy decision under GDPR and the Parties signed the EU SCCs

In this respect, the Company on the one hand, and the Customer on the other hand, hereby enter into the Controller-Processor Standard Contractual Clauses. In the event of any conflict or inconsistency between this Addendum and the Controller to Processor Standard Contractual Clauses, the Controller to Processor Standard Contractual Clauses (Module Two) shall prevail. These Clauses shall apply to any restricted processing as set out above.

The following provisions shall apply to any such restricted processing: (i) Clause 7 (Docking Clause) is not used; Clause 9 (Use of Sub-processors), Option 2 – General Written authorization is elected, with 7 days prior notice of any changes; Clause 11 (Redress) – optional language is not used; Clause 13: The competent supervisory authority and the governing law and jurisdiction shall be in Greece; (ii) with regard to the Controller to Processor Standard Contractual Clauses entered into by the Customer, on one hand, and the Company, on the other hand, the Customer is considered the "data exporter" and the Company is considered the "data importer"; (iii) Annex A to this Addendum shall apply as Annex I and Annex III of the Controller to Processor Standard Contractual Clauses entered into by Customer, on one hand, and the Company, on the other hand; (iv) Annex B of the Agreement shall apply as Annex II of the Controller to Processor Standard Contractual Clauses entered into by the Customer, on one hand, and Processor, on the other hand.

DELETION OR RETURN OF AGREEMENT PERSONAL DATA

Within 90 days of the date of cessation of the Services (the "Cessation Date"), the Company will delete or return to the Customer all Personal Data in its possession, except to the extent the Company is required by Applicable Law to retain some or all of the Agreement Personal Data, in which case the Company will implement all available measures to prevent the Personal Data from any further processing. 

The terms of this Addendum will continue to apply to such Personal Data.

AUDIT AND INFORMATION RIGHTS

The Company will keep the information necessary to demonstrate compliance with its obligations under this Addendum and Applicable Laws, including sufficient and accurate records relating to the processing of Personal Data. 

Each of the Parties shall make available to the other Party any information reasonably necessary to such Party to demonstrate compliance with Applicable Privacy Laws.

The Customer will give the Company reasonable written notice, of sixty (60) days at least of any audit or inspection of the obligations under this Addendum to be conducted. 

Upon receipt of the notice the Company will inform the Customer if it has conducted an audit of its data protection and data security procedures, in the preceding twelve (12) calendar month period, in which case the Customer agrees to exercise any right it may have to conduct an audit under this Addendum by instructing the Company to provide the Customer with a summary of such most recent relevant audit report.

To the extent that the Customer requested an audit and the Company has not performed an audit during the twelve (12) calendar month period prior to the request, the audit shall be conducted by a mutually agreed upon independent third party auditor who is engaged by the Customer and is under a non-disclosure agreement. The audit shall be based on relevant documentation and will not include a visit to the Company's premises. Any such audit will result in the generation of an audit report.

If legally required, the Company shall permit the Supervisory Authorities to conduct a data protection audit with regard to the Processing carried out by the Company.

DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

If, pursuant to Applicable Privacy Laws, the Customer is required to perform a data protection impact assessment or prior consultation with Authorities, at the Customer's request, the Company shall provide such documents as are generally available for the Services. Any additional assistance shall be mutually agreed between the Parties. 

MISCELLANEOUS

Nothing in this Addendum reduces either Party's obligations under the Agreement or Applicable Privacy Laws in relation to the protection of Personal Data or permits either Party to Process (or permit the Processing of) Personal Data in a manner which is not explicitly authorized by the Agreement.

Without derogating from the provisions of Clause 13 (Governing law and jurisdiction) of the Controller to Processor Standard Contractual Clauses: 

1. This Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement; 

2. The Parties hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity.

If any provision of this Addendum is held by a court of competent jurisdiction to be unenforceable, then such provision shall be excluded from this Addendum and the remainder of this Addendum shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Addendum shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by Applicable Law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

The provisions of this Addendum are supplemental to the Agreement.  In the event of inconsistencies between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail. 

For the avoidance of doubts, the limitation of liability and indemnification provisions of the Agreement apply to this Addendum as well. 

This Addendum shall continue to be in force until the termination of the Agreement.

 

 

Annex A - Details of Processing of Personal Data

Data Exporter: the Customer 

Data Importer: the Company

Data subjects

The Personal Data transferred concern the following categories of data subjects: Customer's clients, 3^rd parties relevant to the Services.  

Categories of Personal Data

The Personal Data transferred concerns the following categories of data: 

Full name, contact details, company name, information relating to transactions (company name, number and class of shares in the transaction, requested price, etc.) any other Personal Data or information that the Customer provides to the Company in connection with the Services.

Sensitive data 

The personal data transferred does not include sensitive data.

Duration of the Processing: 

The Processing will begin on the effective date of the Agreement and will end upon expiration or termination of the Agreement.

Nature and purpose of the Processing

The Personal Data transferred will be Processed as part of the Agreement, and in accordance with the platform Privacy Policy of the Company, as amended from time to time.

 

List of Company's Subcontractors

 

 

 

 

Annex B - Technical and Organizational Security Requirements:

1. Information security program. A written security program is implemented, maintained, and complied with. As part of the program, the Recipient will: (i) implement an audit program to test and, if necessary, remediate identified gaps of all security controls at least annually or whenever there is a material change in business practices that may reasonably implicate the security or integrity of records containing Personal Data; (ii) conduct, in line with SOC 2 Type II or similar standards, an annual risk assessment that assesses the threats and vulnerabilities associated with systems; and (iii) produce (pursuant to the results of (i) and (ii)) a documented risk assessment and, where appropriate, risk remediation plan. 

2. Security official. A designated management level or above security official is responsible for the development, implementation, and ongoing maintenance of the information security program. The appointed official has appropriate recognized information security credentials and qualifications.    

3. Access control. Access rights are assigned according to the principle that employees and third parties are only granted the level of access they need to perform their activities (need-to-know principle). Access rights are granted according to defined (role-based) permissions. The access rights granted are reviewed regularly. Rights that are no longer required are withdrawn immediately.

4. Physical access control. Secure areas are defined on the basis of information security and data protection requirements and protected against unauthorized access by appropriate physical safeguards, defined based on the protection needs of the information located or accessed within them.

5. Incident response plan. Policies and procedures are implemented, designed to detect, respond to, and otherwise address incidents, including specific points of contact in the event of an incident, and procedures to: (i) monitor and detect actual and attempted attacks on, or intrusions into, the processing systems, (ii) identify and respond to suspected or known incidents, (iii) immediately mitigate the harmful effects of any incidents without detriment to measures or actions necessary to determine the seriousness of the breach.  

6. System Testing and Maintenance. Recipient tests and maintain systems to protect data including, without limitation: (i) installing of critical security patches for operating systems and applications within thirty (30) days of publication, and within three (3) months for other types of patches and updates, (ii) installing the latest recommended versions of operating systems, software and firmware for all system components, and (iii) ensuring that up-to-date system security agent software includes malware protection set to receive automatically updated (at least daily) patches and virus definitions.

7. Audit logging. Hardware, software, or procedural mechanisms are implemented and maintained to record and examine activity in processing systems that contain or use electronic information, including appropriate logs and reports concerning the security requirements set forth in this Annex.

8. Security awareness and privacy training. Ongoing security and privacy awareness and training program is maintained for all employees (including management, employees, contractors and other agents), which includes training on how to implement and comply with the information security program and setting forth disciplinary measures for violation of the security program. Security and privacy awareness training are conducted at least annually.