End-User License Agreement

1. Scope

These end user terms ("EULA") apply to you as a natural person ("End-User" or "you") and govern your right to access and use Ledgy’s equity management digital platform ("Platform" or “Software”). The Platform enables End-Users (or those delegated to access the Platform on their behalf (“Delegate”; all references to “End User” hereinafter include Delegates)) to communicate with and access information made available by various third parties, such as your employer ("Customer") or certain partners offering services like fiduciary and trustee support ("Services").

This EULA applies only to natural persons and does not govern the relationship between Ledgy and the Customer or the fiduciaries. That relationship is governed by Ledgy's Terms of Service at https://ledgy.com/legal/terms-of-service-version-3.

Services are provided by Ledgy AG, Fraumünsterstrasse 16, 8001 Zurich, Switzerland ("Ledgy").

To use the Services, you must accept this EULA. By accessing or using the Services, you agree to be bound by it. If you do not agree, you may not use the Services.

Ledgy acts as an information access and communication platform only. Third-party services such as fiduciary, trustee, and payment processing are provided independently by Partners. You enter into contracts directly with these Partners, and not with Ledgy. These relationships are governed by separate agreements provided during Partner onboarding.

2. Services & Access to Services

2.1 Access & License

Ledgy provides access to the Platform and Services, including integrations with various Partners. You must register an End-User Account to use the Services fully. Accounts registered by bots or automated methods are not permitted and will be terminated.

Ledgy grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to use your account and access information provided by Ledgy's Customers, in line with the Customer’s contract with Ledgy.

You are responsible for the confidentiality of your credentials and are liable for all activity conducted through your account, authorized or not. If you suspect your credentials have been compromised, notify Ledgy immediately. Do not share credentials with others.

2.2 Access to Third-Party Services

When Ledgy provides access to Third-Party Services, the Platform acts only as a communication tool. Partners may provide fiduciary, trustee, broker, or related services, and you may enter into direct agreements with them via the Platform.

Ledgy and the Customer are not parties to these agreements. Only the Partner is authorized to act on instructions regarding actions like share sales, in accordance with your agreement with the Partner.

3. Rights & Obligations of Ledgy

Ledgy:

• Makes the Services available with reasonable care and skill.
• Performs regular maintenance or improvements but does not guarantee uninterrupted service.
• May subcontract obligations under this EULA.

Ledgy may request Feedback through forms, surveys, or polls. It may use or discard this Feedback with no obligation. You assign all rights, including intellectual property rights, in such Feedback to Ledgy and waive any claim, whether the Feedback was requested or submitted voluntarily.

4. Rights & Obligations of End-User

You agree not to:

• Modify, reverse engineer, or disassemble the Software.
• Sell, sublicense, lease, or distribute the Services.
• Use the Services for unlawful purposes or share inappropriate content.
• Send spam or unsolicited bulk messages.
• Share your access credentials or transfer access to others.
• Store or process unrelated data on the Platform.
• Introduce malicious code or software.
• Violate applicable law in your use of the Services or uploaded Content.

You are solely responsible for any Content you register or share and must ensure it complies with all legal requirements.

Use of the Services requires skill and judgment, which you must exercise independently.

Documents signed via the Platform are legally binding when you enter your electronic signature.

Ledgy may disable your access and delete any content that violates these terms, without liability.

5. Term & Termination

You may deactivate your End-User Account at any time.

Ledgy may suspend or terminate your access if:

• You breach this EULA.
• The Customer revokes your access.
• Ledgy’s relationship with the Customer ends.
• Your use presents a security risk, legal issue, or other operational concern.

Suspension or termination may occur without prior notice or liability. Termination does not affect any accrued rights or obligations.

6. Intellectual Property

Each party retains ownership of its intellectual property, including copyrights, trademarks, trade secrets, domain names, and data.

All intellectual property rights in the Software, Platform, and Services belong exclusively to Ledgy and remain with Ledgy at all times.

7. Data Protection

Ledgy collects and processes personal data as described in its Privacy Policy. It protects this data with appropriate technical and organizational measures under Swiss, EU, and UK data protection laws.

You authorize Ledgy to use and store relevant data for the performance of this Agreement and to use anonymized data to improve its services or for analysis.

8. Liability & Indemnity

Ledgy is not liable for indirect, incidental, special, or consequential damages, including loss of profits, goodwill, or data, even if advised of the possibility of such damages.

Ledgy is fully liable only in cases of gross negligence, willful misconduct, or death/personal injury caused by its negligence. In all other cases, liability is excluded to the maximum extent permitted by law.

Ledgy is not responsible for:

• Inaccuracies in information from Customers or Partners.
• Services that do not meet your specific goals.
• Communications between End-Users and Partners.
• Share data, which is provided by the Customer.

You agree to defend and indemnify Ledgy and its affiliates from any third-party claims alleging that your Content infringes on intellectual property rights, including covering any resulting judgment or settlement.

9. Warranties, Disclaimers & Warnings

The Services are provided for informational purposes only. They do not constitute business, legal, investment, tax, or accounting advice.

Nothing on the Platform should be considered a recommendation, offer, or solicitation to buy or sell securities or financial instruments.

Investments in unlisted companies involve significant risk and may not be suitable for all users. You must independently evaluate such risks or consult an advisor.

The Services are provided “as is” and “as available.” Ledgy does not warrant that the Services will be error-free or uninterrupted.

Ledgy may carry out maintenance or improvements that result in temporary downtime. Where possible, Ledgy will provide advance notice.

10. Miscellaneous

Changes to the EULA

Ledgy may amend this EULA at any time. Changes are effective upon publication online. Continued use of the Services constitutes acceptance. Substantial changes may be communicated directly to you.

Changes to the Services

Ledgy may modify or discontinue any part of the Services at its discretion, without prior notice or liability.

Notices

• To Ledgy: Email support@ledgy.com
• To End-User: Notifications sent to the email on your End-User Account.

Force Majeure

Ledgy is not liable for failure to perform obligations due to events beyond its control, including but not limited to war, natural disasters, pandemics, utility failures, and governmental actions.

No Assignment

You may not assign any rights or obligations under this Agreement without Ledgy’s prior consent.

Severability

If any part of this EULA is found to be invalid, the remaining provisions will still apply.

Governing Law & Jurisdiction

This EULA is governed by the laws of Switzerland. The courts of Zurich, Switzerland, have exclusive jurisdiction over any disputes.

Third-Party Links

The Services may include third-party links or content. Ledgy makes no warranties regarding such content and assumes no responsibility for it.

Contact

For any inquiries about this EULA or your use of the Services, contact:
support@ledgy.com

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