Terms of Service

Provium provides technology to help private-securities issuers and their investors manage issuance, subscription, compliance, cap-table, transfer, reporting, and related workflows. Provium is a technology provider. Provium is not a broker-dealer, investment adviser, exchange, alternative trading system, transfer agent, bank, or custodian unless expressly stated in writing for a specific service. Provium does not provide legal, tax, investment, or accounting advice.

Information available through the Services, including any offering materials posted by issuers, is for informational purposes and is not an offer to sell or a solicitation of an offer to buy any security. Any offers are made only by the issuer pursuant to definitive offering documents and only to persons who qualify to participate. Investing in private securities involves a high degree of risk, including the loss of principal and illiquidity.

To use most features, you must create an account and provide accurate, current information. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must promptly notify us of any unauthorized access. We may require identity verification and may suspend or terminate accounts that fail verification or that we believe present legal, regulatory, or security risk.

• Issuers are responsible for the content and accuracy of their offerings, investor communications, cap tables, and filings, and for compliance with securities and other applicable laws.
• Investors are responsible for evaluating any offering, confirming their own eligibility (including accredited-investor status where applicable), and obtaining independent advice.
• Platform administrators act only within the scope of their role to operate and secure the Services.

Fees for the Services, if any, are set out in your order form, statement of work, or an in-product fee schedule. Unless stated otherwise, fees are non-refundable and exclusive of taxes, which are your responsibility. We may change fees on reasonable prior notice.

You represent and warrant that:

• you are at least 18 years old and have legal capacity to enter into these Terms;
• you are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions, and you are not on any U.S., UN, EU, or UK sanctions or restricted-parties list;
• your use of the Services complies with all laws, including securities, anti-money-laundering, export, and privacy laws; and
• you will provide accurate information and update it as necessary.

You will not, and will not permit others to:

• use the Services for any unlawful, fraudulent, or deceptive purpose;
• upload viruses, malware, or any content that infringes intellectual-property or privacy rights;
• reverse-engineer, decompile, or otherwise attempt to derive source code, except to the extent applicable law prohibits such restriction;
• probe, scan, or test the vulnerability of the Services or circumvent any security or authentication measures;
• scrape, harvest, or collect data from the Services by automated means without our written permission;
• resell, sublicense, or provide the Services to third parties except as expressly permitted; or
• interfere with or disrupt the integrity or performance of the Services.

You retain ownership of content you submit to the Services ("Customer Content"). You grant Provium a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and use Customer Content solely as necessary to provide, secure, and improve the Services and to comply with legal obligations. You are responsible for the accuracy and lawfulness of Customer Content. If you submit feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction.

The Services, including all software, text, graphics, logos, and other materials (excluding Customer Content), are owned by Provium or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose. No other rights are granted by implication or otherwise.

The Services may integrate with or link to third-party services, such as identity-verification, payment, custody, or analytics providers. Those services are governed by their own terms and privacy policies. Provium is not responsible for third-party services and does not endorse them.

Our Privacy Policy describes how we collect, use, and share personal information. By using the Services, you acknowledge our processing of your information as described there.

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Provium disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Provium does not warrant that the Services will be uninterrupted, error-free, or secure, or that any content will be accurate or reliable.

To the fullest extent permitted by law, Provium and its affiliates, officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages. Provium's aggregate liability for any claim arising out of or relating to these Terms or the Services will not exceed the greater of (a) the fees you paid to Provium for the Services during the twelve months preceding the event giving rise to the claim and (b) one hundred U.S. dollars (us$100).

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules then in effect. The arbitration will be conducted in English in Wilmington, Delaware, or another mutually agreed location, and judgment on the award may be entered in any court of competent jurisdiction.

You and Provium agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

Either party may seek injunctive or other equitable relief in court for actual or threatened infringement, misappropriation, or violation of intellectual-property or confidentiality rights.

You may stop using the Services at any time. We may suspend or terminate your access at any time, including for violation of these Terms, risk to the Services or other users, or to comply with legal or regulatory obligations. Provisions that by their nature should survive termination will survive, including sections 8-14 and 16-17.

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Services or by email. Changes will take effect on the date posted unless otherwise indicated. Continued use of the Services after the effective date constitutes acceptance of the changes. We may also modify, suspend, or discontinue any part of the Services at any time.

These Terms, together with any order form and our Privacy Policy, constitute the entire agreement between you and Provium regarding the Services and supersede prior agreements. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, the remaining provisions will remain in effect. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Notices to Provium should be sent to legal@provium.io.

Provium, Inc.
Attn: Legal
Email: legal@provium.io