1. Agreement
These Terms of Service govern your use of EquityMarker, a cap-table and
equity-administration platform operated by Level Metrics LLC, 200 E. Van
Buren Street, 6th Floor, Phoenix, AZ 85004 (“we,” “us,”
“EquityMarker”). By creating an account or using the platform you agree to
these terms. If you are agreeing on behalf of a company, you represent that you are
authorized to bind that company.
2. The Service
EquityMarker provides tools for maintaining capitalization tables, share ledgers, option
grants, SAFEs and convertible instruments, fundraising records, board governance material,
and related investor communications. Access is provided on a subscription basis to the
organization that holds the account, and to the individual users that organization
authorizes.
EquityMarker is a recordkeeping and administration tool. It is not a broker-dealer,
transfer agent, investment adviser, law firm, or accounting firm, and nothing on the
platform is legal, tax, accounting, or investment advice.
3. Accounts and Account Security
You must provide accurate registration information and keep it current. You are
responsible for maintaining the confidentiality of your credentials and for activity that
occurs under your account. Notify us immediately at
info@equitymarker.com if you believe your
account has been compromised.
Signing in to EquityMarker requires verification of a mobile telephone number. A valid
mobile number capable of receiving SMS is therefore required to use the platform.
4. Text Message (SMS) Program Terms
The following terms govern the EquityMarker text messaging program. They apply in addition
to the rest of this agreement.
Program name and purpose
EquityMarker Account Verification. The program delivers one-time
passcodes used to verify your identity when you create an account, when you sign in,
and when you accept an invitation to join an organization on EquityMarker. This is an
account security program. We do not send marketing or promotional text
messages through this program.
How you enroll
You enroll by entering your mobile telephone number and affirmatively consenting to
receive account verification text messages during registration at
www.equitymarker.com/website_signup.aspx, or when
you accept an invitation to an organization. Consent to receive these text messages is
given separately from any other consent, and is not a condition of any purchase.
Message frequency
Message frequency varies and is determined entirely by your own activity. You receive
one message each time you request a verification code — typically one message per
sign-in.
Cost
Message and data rates may apply. EquityMarker does not charge you for
these messages; your mobile carrier's standard rates apply.
How to get help
Reply HELP to any message from the program. You may also reach
customer care at info@equitymarker.com or
(602) 755-1499, Monday through Friday, 9:00 a.m. to
5:00 p.m. Arizona time.
How to opt out
Reply STOP to any message from the program to cancel. You will receive
one message confirming that you have been unsubscribed, after which we will send you no
further text messages. You may also opt out by contacting customer care using the
details above.
Because these messages carry the codes that verify your identity, opting out will
prevent you from receiving verification codes and may prevent you from signing in to
EquityMarker.
Carriers and delivery
Delivery of text messages is subject to effective transmission by your mobile carrier
and is not guaranteed. Mobile carriers are not liable for delayed or undelivered
messages. The program is supported by most, but not all, U.S. mobile carriers.
Privacy
Information collected through this program is handled as described in our
Privacy Policy. Your mobile information will not be
sold or shared with third parties for promotional or marketing purposes.
5. Your Data
Equity records, documents, and other material that you or your organization put into
EquityMarker remain yours. You grant us the limited right to host, process, transmit, and
display that material for the purpose of operating the platform for you. We access it only
as needed to run and support the service, or where the law requires.
You are responsible for the accuracy and legality of the material you upload and for
having the rights necessary to upload it.
6. Acceptable Use
You agree not to:
- Access or attempt to access another organization's records without authorization.
- Interfere with, probe, or disrupt the platform or its underlying infrastructure.
- Upload malicious code, or material that infringes another party's rights or violates the law.
- Reverse engineer, resell, or make the platform available to third parties outside your organization.
- Use the platform to send unsolicited messages of any kind.
7. Fees
Subscription fees, the billing period, and any usage-based charges are those set out in the
ordering document or plan your organization selects. Fees are payable in advance and are
non-refundable except where required by law. We will give notice before a change in fees
takes effect.
8. Suspension and Termination
You may close your account at any time. We may suspend or terminate access for non-payment,
for a material breach of these terms, or where continued access presents a security or
legal risk. On termination we will make your organization's records available for export
for a reasonable period, after which they may be deleted subject to our retention
obligations.
9. Disclaimers
The platform is provided “as is” and “as available.” To the fullest
extent permitted by law we disclaim all warranties, express or implied, including the
implied warranties of merchantability, fitness for a particular purpose, and
non-infringement. We do not warrant that the platform will be uninterrupted or error free,
and we are not responsible for decisions made in reliance on records maintained on the
platform.
10. Limitation of Liability
To the fullest extent permitted by law, neither party is liable for indirect, incidental,
special, consequential, or punitive damages, or for lost profits, revenue, or data. Our
total liability arising out of or relating to these terms will not exceed the fees paid by
your organization to us in the twelve months preceding the event giving rise to the claim.
11. Indemnity
You will indemnify and hold us harmless from third-party claims arising out of your
material, your use of the platform in breach of these terms, or your violation of law.
12. Governing Law
These terms are governed by the laws of the State of Arizona, without regard to its
conflict-of-laws rules. The state and federal courts located in Maricopa County, Arizona
have exclusive jurisdiction over any dispute arising out of these terms.
13. Changes to These Terms
We may update these terms. When we do, we will revise the effective date at the top of this
page, and we will notify account holders by email of material changes. Continued use after
a change takes effect constitutes acceptance.
14. Contact