Scope and structure
Disclaimer of warranty and limitation of liability
Other terms and conditions may apply when you access third party websites or services that may be linked on the Platform. You should read those other terms and conditions carefully. By accessing such other websites, or by purchasing, subscribing or participating in, Access Square’s products or services, you agree to be bound by those terms and conditions. In the event of any conflict or inconsistency, those other terms and conditions will prevail to the extent of that conflict or inconsistency in relation to your use of or access to the other websites or services as applicable.
Access Square provides an online platform that connects executives at publicly traded companies with professional institutional investors seeking to invest with such companies (collectively, the “Services”), which Services are accessible at www.access-square.com and any other websites, including third party, through which Access Square makes the Services available (collectively, the “Site”) and as applications for mobile, tablet and other smart devices and application program interfaces. The Services include but not limited to providing opportunities for interaction between executives and investors such as one-on-one meetings, reverse non-deal road shows, road shows, conferences, and conference calls (collectively, “Events”). The Events must be chaperoned by Investor Relations Professionals to assure sound regulatory compliance with federal, state and securities laws, rules and regulation such as, but not limited to, Regulation Fair Disclosure. We strongly encourage involved parties to abide by code of ethics promoted by National Investor Relations Institute available at www.niri.org. Through the Platform, publicly listed companies, their affiliates and third party providers (collectively, “Event Providers”) may create listings for Events through which professional investors can learn about, express interest in and book desired Events.
You understand and agree that Access Square is not a party to any agreements entered into between Event Providers and Users, nor is Access Square a broker-dealer, agent or insurer. Access Square has no control over the conduct of Users, Event Providers and other Users of the Site or any affiliates, and disclaims all liability in this regard to the maximum extent permitted by law. None of the information contained on the Site constitutes a recommendation, solicitation or offer by and parties to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. The information contained in these Site have been prepared without reference to any particular User’s investment requirements or financial situation. Prior to the execution of any transaction by you involving information you received from these Sites, you should consult your business advisor, attorney and tax and accounting advisors with respect to the price, suitability, value, risk or other aspects of any stock, mutual fund, security or other investment. Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the User may want to purchase or sell a particular security or other instrument. The information and services provided on the Site are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or clearing organization. Access Square or an Event Provider is not authorized to provide such information or services. Some products and services described in this Site may not be available in all jurisdictions or to all users.
Your use of the Platform may lead you, via a hyper-link or otherwise, to use Web sites independently owned and operated by other third parties (“Third-Party Sites”). If you click-through to any Event Provider’s Web site or any Third-Party Sites, either directly or indirectly through these Sites (collectively, the “Linked Sites”), you acknowledge and agree that you shall be subject to the terms and conditions of usage applicable to such Linked Sites.
Access Square provides links to the Linked Sites and access to Third-Party Content only as a convenience and without (i) any obligation on the part of Access Square or the Event Providers (which term for purposes of this Section 1.3 shall not include a particular Event Provider when the Linked Sites is that Event Provider’s own web site) to review such Linked Sites or Third-Party Content or (ii) any liability or responsibility arising out of your use thereof. The fact that you may click-through to Linked Sites or be provided with access to does not mean that Access Square endorses or guarantee such Linked Sites, the Linked Sites’ sponsors or the Linked Sites’ content. Access Square and the Event Providers cannot and do not guarantee or make any representation or warranty, either express or implied, as to the accuracy, validity, sequence, timeliness, completeness or continued availability of any such content. Neither Access Square nor the Event Providers have undertaken, and do not undertake any duty to update the content on these Sites or otherwise advise you of changes in their opinion or in the information.
In consideration of your use of the Sites you and/or your employer agree to: (a) provide true, accurate, current and complete Registration Data (as defined herein in Section 4.1) to Access Square and to the Event Providers either as provided directly to Access Square or the Event Providers by your employer or as prompted by the Site’s registration form and (b) maintain and promptly update the Registration Data, or similar information provided directly to the Event Providers, and to keep the same true, accurate, current and complete.
Provided that your Registration Data is approved and certified by Access Square to use the Site, your account password is for your use only and you are solely responsible for the safekeeping of your password. You are responsible if your password is lost, stolen or misused and you must notify us immediately if any of these events happen. You will be responsible for all activity attributable to your password.
Only Authorized Users may use the Site. You shall notify Access Square immediately if they become aware of any unauthorized use of the Sites. If a User is no longer authorized, such as if the user is no longer an employee of your company, you shall notify Access Square immediately and without delay. Support Users who access Access Square on behalf of Users shall, at all times, ensure that the account is operated in compliance with any instructions received by the Users and under the Users’ supervision and responsibility. Access Square disclaims any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing Access Square, you acknowledge and agree to Access Square's disclaimer of any such liability. If you do not agree, you should not access or use access-square.com.
Access Square reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The information and materials on these Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Access Square does not undertake any obligation or responsibility to update or amend any such information. Access Square may discontinue or change any product or service described in or offered on the Site at any time.
Access Square reserves the right to limit, restrict and terminate your access to and use of the Site at any time, in whole or in part, in its sole discretion and without notice.
User will not (i) violate the security of the Site nor attempt to gain unauthorized access to the Site, data, materials, information, computer systems or networks connected to any server associated with the Site, through hacking, password timing or any other means; (ii) take nor attempt any action that, in the sole discretion of Access Square, imposes or may impose an unreasonable or disproportionately large burden on the Site or its infrastructure; (iii) use nor attempt to use any “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any other automated device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the Site, any data or content found on or accessed through the Site without the prior written consent of Access Square; (iv) forge headers or otherwise manipulate identifiers in order to disguise the origin of any other content; (v) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of our Sites or systems; (vi) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the Sites or systems in any form or media or by any means; (vii) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the any of the Sites or any part of our services available to any third parties. Access Square reserves the right to report any such misuse to the relevant law enforcement authorities and co-operate with those authorities including by disclosing your identity. .
THE INFORMATION PROVIDED ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SITE OR ANY LINKED SITES IS AT YOUR OWN RISK. ALTHOUGH THE INFORMATION ON THE SITE ARE OBTAINED OR COMPILED FROM SOURCES ACCESS SQUARE AND EVENT PROVIDERS BELIEVE TO BE RELIABLE, NEITHER ACCESS SQUARE NOR ANY EVENT PROVIDERS CAN NOR DOES GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS OR CONTINUED AVAILABILITY OF ANY INFORMATION OR DATA, INCLUDING THIRD-PARTY CONTENT, MADE AVAILABLE ON THE SITE OR ON ANY LINKED SITES. IN NO EVENT SHALL ACCESS SQUARE OR ANY EVENT PROVIDER BE LIABLE FOR ANY DECISION MADE OR ACTION OR INACTION TAKEN BY YOU IN RELIANCE ON ANY INFORMATION OR DATA, INCLUDING THIRD-PARTY CONTENT, ON THE SITE OR ON ANY LINKED SITES OR THROUGH INTERACTION FACILITATE BY PARTIES INVOLVED. ACCESS SQUARE AND EACH EVENT PROVIDER FURTHER EXPLICITLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ACCESS SQUARE, EVENT PROVIDERS, AND SUPPLIERS OF ALL OTHER THIRD-PARTY CONTENT AND ANY OTHER THIRD PARTY WORKING WITH ACCESS SQUARE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE SITE WHETHER OR NOT FORESEEABLE, EVEN IF ACCESS SQUARE OR ANY EVENT PROVIDER, SUPPLIERS OF THIRD-PARTY CONTENT OR OTHER THIRD PARTIES WORKING WITH ACCESS SQUARE IN CONNECTION WITH THE SITE HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
IN NO EVENT WILL WE OR OUR EVENT PROVIDERS, SUPPLIERS, ADVERTISERS AND SPONSORS, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (a) ANY FAILURE OF ANOTHER USER OF THE SITE TO CONFORM TO THE CODES OF CONDUCT, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (d) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE, (e) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, OR (f) THE FAILURE OF A USER TO HONOR A BOOKING. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE.
All right, title and interest in the Site and any content contained herein is the exclusive property of Access Square or the applicable third party data or Event Provider, except as otherwise stated. Unless otherwise specified, the Site is for your personal and internal-business use only and you may print, copy and download any information or portion of the Site for your personal use only.
You may not modify, copy, reproduce, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, scrape any data from the Site, store any data made available by Access Square in a way which is capable of being scraped or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from the Site, except for the purposes expressly provided herein, without Access Square’s prior written approval. If you copy or download any information or software from the Site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.
Access Square, the Access Square logo and other Access Square trademarks and service marks referenced herein are trademarks and service marks of Access Square. The names of other companies and third-party products or services mentioned herein may be the trademarks or service marks of their respective owners. You are prohibited from using any marks for any purpose including, but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of Access Square or such third party, which may own the marks.
Pursuant to Section 512(c)(2) of the Copyright Act, Access Square designates the following agent to receive notifications of claimed infringement: [firstname.lastname@example.org].
You may from time-to-time submit feedback, comments, suggestions, questions, ideas, or other information to Access Square concerning the Site or Access Square’s products, services, technology, techniques, processes or materials (“Feedback”). Access Square may in connection with any of the Site and its products and services freely use, copy, disclose, license, distribute and otherwise exploit such Feedback in any manner without any obligation, payment, royalty or restriction whether based on intellectual property rights or otherwise.
In order to access the Site, during the registration process, either you or your employer will be required to provide Access Square with certain information; including your name, employer, title, business address, business telephone number and business e-mail address (collectively, “Registration Data”). This Registration Data will be shared only with those Event Providers requested, by you or your employer, to authorize your use of the Site or to book an Event. Each Event Provider’s use of Registration Data and Access Data will be governed by such Event Provider’s own privacy policies. The Registration Data is the only user identifiable data that will be shared with the Event Providers. When you are building your agenda and setting up your Event experience with our Events Navigator tool, the information you provide is personal and confidential to you, the Attendee. Access Square will not share this information with any third party without your prior written consent. All other data related to your use of the Site will be shared with Event Providers strictly as anonymized or aggregated data (“Visitor Data”). While you are accessing these Site our servers may recognize your: (a) domain name; (b) ISP’s domain name; (c) IP address; (d) browser type; and (e) operating system. If you contact us with a technical question, we may collect certain information about your systems, such as: (a) your browser type, version and settings (e.g., Java and cookie settings); (b) connectivity information (e.g., SSL/HTTPS compatibility, bandwidth capacity); and browser plug-in information (e.g., do you have Adobe, what is your media player, can you open Flash files, etc.).
Except for (i) Registration Data, which will be shared only with those Event Providers requested, by you or your employer, to authorize your use of the Site or to book an Event, and (ii) Access Data, which will be shared only with the Event Provider providing the Event you express interest in or content you requested, in case of Linked Sites. Registration Data may be used by Access Square: (a) in order to allow us to provide you with the products and services included within or accessible from Linked Sites; (b) in order for us to provide you with access to or from the Linked Sites; (c) for our own internal business, marketing and/or research and development purposes; and (d) in connection with our client services and client management systems.
Except as otherwise noted herein, Access Square will not rent nor sell nor license information we have collected from or about you without your explicit permission. For the purposes specified in the preceding paragraph, we may transfer or disclose Registration Data, Access Data and Visitor Data to any Event Provider of Access Square, wherever located in the world. We may disclose Registration Data and Visitor Data to third parties who are contracted to perform services on behalf of Access Square, such as those who assist Access Square in coordination of the Event experience for you or in case of Linked Sites, providing you with certain features and functionality included within or accessible via these Sites. We may also disclose Registration Data and Visitor Data to third parties in connection with their providing you access to these Events or Sites or to allow you to access the Linked Sites. Disclosures to these third parties will be subject to confidentiality agreements and, where required, governed by contract in the form required by law. Access Square may also be required to disclose information to governmental, regulatory or self-regulatory entities or agencies in response to regulatory inquiries or to comply with applicable laws, rules, regulations, orders, subpoenas or other legal processes.
If you have any questions regarding this Privacy Statement or your information that is held by us, please contact Access Square in writing using the contact information provided below. If we receive a request regarding your personal information held by us, we will use reasonable means to provide you with such information that we can reasonably compile. You will be given the opportunity to rectify any inaccuracies in such information.
Access Square may use encryption technology to protect certain transmissions of data to/from these Sites, but e-mail and other communications, unless otherwise noted on the Linked Sites, are not encrypted to/from these Linked Sites. Therefore, you should not send any personal or identifying information, such as account numbers, credit card numbers, Social Security numbers, passwords, etc., to Access Square via e-mail. By utilizing e-mail or other electronic communication means you acknowledge that you have no expectation of privacy with respect to the information delivered thereby and that Access Square will not be responsible for any loss or damage that could result from interception by third parties of any information so sent.
For Users registered on the platform, Access Square reserves the right, in its sole discretion, to limit or deny access to Events. To be eligible to participate, you must be 21 years or older and be considered qualified institutional investor as determined by U.S. laws, rules and regulation. If access is denied by Access Square for any reason, payments collected will be promptly refunded.
Registrations may be refunded if cancellation request is made on the Site or in writing by the applicable Event cancellation cutoff date set forth below. Cancellations received after the cancellation cutoff date or nonattendance will not be refunded will not be re-activated. Cancellations received after the cutoff date with a balance due will receive a cancellation invoice for the full registration amount due. Reverse Non-Deal Roadshow and One-on-One cancellation cutoff date is 3 business days prior to Event start date. Cancellation cutoff date for all other Events is 5 business days prior to Event start date.
Substitution of registrations may be made no later than 2 business days to the Event start date. Sharing of Attendee passes is not permitted. "No Shows" will be deemed a cancellation per the cancellation cutoff date in section (ii) above.
By attending the Event, you agree to abide by all generally applicable rules and regulations governing your Event that have been provided or otherwise made known to you by Access Square or its affiliates. You will decline, or discontinue participation in, any Event or interaction facilitated by Access Square that presents a conflict of interest or would result in a violation of applicable law, these terms & conditions, or your obligations to past or present employers or any other third party. During the course of your Event with Access Square, you shall not disclose confidential information, which includes: Material, nonpublic information (“MNPI”), including MNPI related to any company, security, industry, or pending government action or legislation; Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party; Information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.); Information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential; and Information you believe may be confidential. Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule. Should MNPI be inadvertently disclosed in the course of the Event with investors, Investor Relations Officer at publicly traded company (“Host”)take complete responsibility to act in accordance with applicable law and regulation to file 8-K no later than opening trading hours of the following business day. You further agree to the following You will not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security; For Hosts specifically, you will not accept any additional explicit financial compensation, other than that provided by Access Square, for organizing, coordinating or otherwise facilitating interaction between professional investors and senior executives at your firm without first obtaining the express written consent of Access Square. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS IN RESPECT OF ACTIVITIES CONDUCTED THROUGH OR IN CONJUNCTION WITH THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOCAL SECURITIES LAWS AND REGULATIONS IN ANY COUNTRY WHERE THE SERVICES MAY BE ACCESSED OR AVAILABLE. THE SUPPLIER IS ACTING IN THE SOLE CAPACITY OF PROVIDER OF THE SERVICE AND NOT AS A BROKER DEALER OR INVESTMENT ADVISER.
Access Square uses the personal and institutional data you provide in this registration for the purpose of administering your participation in this Event. To this end, Access Square may disclose your personal data to third party service providers (e.g., mailing houses and any other providers engaged by Access Square to assist in the conduct of the Event). Access Square may also disclose your personal data to other Event Attendees but will do so solely in connection with the Event Attendee List and always in compliance with applicable data protection laws and our Privacy Principles. Except as described herein, Access Square will not disclose your personal data to any other third party without your consent except where required to do so by law.
In order to comply with global data privacy and securities laws, Access Square imposes certain restrictions on the use of multimedia at its Events (i.e., photography, video, audio, online streaming and all future mediums). For Reverse Non-Deal Roadshows, Road Shows, Conference Calls and on the One-on-One Events, Access Square prohibits the use of cameras and mobile recording devices. Access Square will determine in its sole discretion which posted content will be displayed on its platform. By attending the Event, you acknowledge and agree as follows: (a) Access Square may edit and use the footage it captures at Access Square Events for marketing and promotional activities and for any other lawful purpose in the ordinary course of its business; and (b) Due to the prevalence of mobile recording devices in today’s world, Access Square disclaims all liability for the capture of your image, video or audio recording in any multimedia format by other Attendees at the Event.
Access Square facilitated Reverse Non-Deal Road Show, Non-Deal Road Show, Conferences, Conference calls and One-on-One Meetings are available to Users who have a registration for the event, and payment must be received in full prior to scheduling a meeting. An additional person within the same organization can be requested to attend, space permitting.
Any cause of action you may have with respect to your use of the Site must be commenced within one (1) year after the claim or cause of action arises.