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End User Agreement

This End User Agreement, together with any other information referred to in it (the “End User Agreement”), is an agreement between Salto X OÜ, registry code 16360806, VAT number EE102439757, registered at Estonia, Harju maakond, Tallinn, Põhja-Tallinna linnaosa, Telliskivi tn 60a/8, 10412 (“we” or “Salto X”), and you as a natural person (“you” or “End User”), and contains the terms and conditions that govern your access to and use of the websites created and serviced by Salto X, merged under the domain name saltox.co (“Salto X Platform”), its content, services, documents, information and applications (“the Services”), to which you may have access.

The content and information included in these Services are provided by Salto X, its affiliates, sub-contractors, business partners, other users and third-party suppliers and made available by Salto X subject to this End User Agreement.

By entering into this End User Agreement, you represent that you are legally able to enter into agreements, that you are not a minor, and that you consent to our Privacy Policy as it reads.

This End User Agreement takes effect when you join Salto X Platform.

In the event of any discrepancies between this End User Agreement and any other End User Agreement you may have with Salto X, this End User Agreement shall prevail.

Note that if you represent a Salto X Customer, your usage of the Salto X Platform while on behalf of that Customer may be further regulated by a separate Customer Agreement. In the event of any discrepancies between this End User Agreement and the Customer Agreement regarding your usage of Salto X Platform while on behalf of the Customer, the Customer Agreement shall prevail.

  1. Definitions and Interpretations

    1. Definitions

      The definitions and rules of interpretation in this clause apply in this End User Agreement:
      End User Agreement
      this agreement between you and Salto X.
      Business Day (s)
      any day on which banks in Estonia are operating, except Saturdays, Sundays and public holidays.
      Content
      any content, data, text, documents, general files, audio, video or images. 
      Customer
      the customer detailed in Salto X Platform.
      Your Content
      Content that you, on behalf of yourself as a natural person, upload, share, transfer or otherwise communicate electronically to Salto X Platform for processing, storage or hosting by the Services in connection with your Salto X account. Your Content does not include your account information.
      End User
      any individual or entity that directly or indirectly, through another user or account: a) visits Salto X Platform, b) uses the Salto X Platform or other Services, c) accesses or uses any Customer content via the Services or otherwise.
      Intellectual Property
      Rights
      means patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      Salto X
      Salto X OÜ, registry code 16360806, VAT number EE102439757, registered at Estonia, Harju maakond, Tallinn, Põhja-Tallinna linnaosa, Telliskivi tn 60a/8, 10412.
      Salto X Platform
      websites created and serviced by Salto X, merged under the domain name saltox.co.
      Sanctions
      any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority. 
      Services
      equity management software as a service solution and secondary sales as a service solution. 
      Third-Party Content
      any third-party content, including but not limited to links, advertisements, promotions, or any other materials or information. 
    2. Unless otherwise defined herein, all terms beginning with a capital letter which are defined in the Customer Agreement shall have the same meanings herein as therein unless the context hereof otherwise requires

  2. Changes to this End User Agreement

    1. Salto X may modify this End User Agreement at any time in its sole discretion and without prior notice to you. Any changes will be published online and will be effective upon such publication. In case of substantial changes to this End User Agreement, we will notify you directly, and if possible, ahead of the changes taking effect; we will also facilitate your re-confirmation of consent to the updated End User Agreement.

    2. We encourage you to review this End User Agreement before using the Services and periodically to ensure familiarity with its then-current terms and conditions. Your (continued) use of the Services shall constitute your acceptance of this End User Agreement, and your continued use of the Services following any modification of this End User Agreement shall constitute your acceptance of the End User Agreement, as amended. If you do not agree to the End User Agreement before or following any amendments, you must immediately stop using the Services. You are welcome to contact us by email to clearly give us notice about the revocation of your consent to this End User Agreement and termination of use of our Services.

  3. Changes to the Services

    1. Salto X may exercise complete discretion in modifying or discontinuing any part or whole of the Services subject to this End User Agreement at any time without cause or prior notice.

  4. Service Commitment

    1. Salto X will use commercially reasonable efforts to ensure the satisfactory availability of the Services, a reasonably error-free Service experience, and timely responses to any support or other type of request.

    2. Salto X will implement reasonable and appropriate security measures to secure your data and privacy, as disclosed to or kept by Salto X, against accidental loss, theft, or unauthorised access or disclosure. These measures do not limit your obligations as outlined in this End User Agreement.

    3. Please also read our Privacy Policy, as it describes the types of data we collect from you and your devices, how we use your data, and the legal basis for processing your data.

  5. Your account activity

    1. You are responsible for your account activity, which means all activities that occur while your user identification name, email and passwords are being used, regardless of whether you authorised them or not. Whether you undertake them or not, Salto X is not responsible for unauthorised access to your account.

    2. You are responsible for protecting and securing your username, email and password from unauthorised use and disclosure. If you become aware of, or believe there has been, any breach of security for any of your information stored on Salto X Platform, such as the theft or unauthorised use of your user name, password, or any other information, you will notify Salto X immediately. Your log-in information (for example, username and password combination), as well as any other security information generated by the Services, are for your internal use only, and you will not disclose them to any unauthorised entity or person.

  6.  Your use of the Services

    1. You agree that:

      1. You shall not use the Services for any illegal or unauthorised purpose.

    2. You are not:

      1. subject to Sanctions and 

      2. ​located, organised or resident in a country or territory that is the subject of Sanctions (including, without limitation, Russia, Belarus, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria); and

      3. knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

    3. You will not engage in any activity that exploits, harms or threatens to harm children.

    4. You will not send spam using functions of Salto X Platform or by other means enabled by the Services. Spam is unwanted or unsolicited bulk emails or messages.

    5. You will not use the Services to share inappropriate content or material (involving, for example, pornography, violence, or criminal activity).

    6. You will ensure that Your Content and your and potential End Users’ usage of Your Content or the Services will not violate any of the agreements you have entered into with Salto X or any applicable law. You are solely responsible for the maintenance and use of Your Content in the context of the Services.

    7. You will not circumvent any access or availability restrictions on the Services.

    8. By using the Services, you are further indicating that you are not located in a jurisdiction where the use of the Services and the publication and sharing of the materials available on Salto X is in any way illegal or restricted by law. If you are located in such a jurisdiction, Salto X is not willing to provide you with access to the Services and you should immediately discontinue your use of the Services.

    9. It is prohibited to use, store, reproduce, display, modify, sell, publish, transmit and distribute, or commercially exploit the Services without prior written permission of Salto X and/or any Third-Party Content provider(s).

    10. Salto X and/or any Third-Party Content provider(s) reserve all rights to proprietary information, including, but not limited to, all Intellectual Property Rights subsisting in or relating to the Services.

    11. If you provide any input to Salto X in the form of suggestions, ideas, questions, remarks, support requests, or others, Salto X shall be entitled to use this input without restriction and irrevocably be assigned all rights, title, and interest in and to such input.

    12. The use and interpretation of the Services requires skill and judgment, and you shall at all times exercise your own judgment in the use of the Services.

    13. Salto X has no responsibility for the accuracy, truth or completeness of information not provided by Salto X that is made available via Salto X, such as content provided by Customers and End Users.

    14. The Services are intended for informational purposes only without regard to any particular entity’s investment objectives, financial situation, or means. Salto X is not soliciting any action based upon it. Nothing in Salto X Platform is construed as a recommendation; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument. Investments made in unlisted companies give rise to substantial risk and are not suitable for all investors. You should not enter into any transactions unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. You should not construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice. Salto X takes no responsibility for the actions or omissions which you make on the basis of the information on Salto X.

    15. We encourage you to secure, protect and backup your account and Your Content by, for instance, regularly archiving copies of Your Content outside Salto X Platform in a suitably secured location.

    16. You will not help others break these rules.

    17. Salto X may, at its sole discretion and at any time, suspend or discontinue your use of the Services without prior notice, and without any liabilities of any kind, in case Salto X suspects or determines that your use of the Services in any way violates this End User Agreement, poses a security risk, could impact the operations of our systems or delivery of the Services, could subject Salto X or a third party to liability, is fraudulent, or if needed to comply with the law or requests from public authorities.

    18. Documents generated on Salto X Platform may be executed by electronic signatures. By entering your electronic signature into a document on Salto X Platform, you consent to the use of your e-signature to create a legally binding document.

    19. Customers (and End Users) generating documents using Salto X Platform are responsible for the content of these documents. Furthermore, if Customers (and End Users) choose to get the documents signed electronically using Salto X Platform, they are responsible for the process.

    20. Certain payments on our website are made through our payment and escrow provider. Personal information we collect from you will be shared with our payment and escrow service provider for the purposes of processing payments. The payment information you supply directly to our payment and escrow provider is not within our control and is subject to our payment and escrow provider's privacy policy and terms and conditions available on their website.

  7. Limitation of liabilities and indemnification

    1. Neither Salto X nor any Third-Party Content providers shall be liable for any direct, indirect, incidental, special, or consequential damages arising out of or relating to this agreement or resulting from the use or the inability to use the services, including but not limited to damages for loss of profits, goodwill, customers, savings, and revenue, use, data, or other intangible damages, even if such party has been advised of the possibility of such damages.

    2. Nothing in the End User Agreement shall operate so as to exclude or limit the liability in jurisdictions where liability cannot be excluded or limited under applicable statutory law.

    3. As an End User, you will defend and hold harmless Salto X, its subcontractors, partners, affiliates, and their respective employees against any third-party claim alleging that any of Your Content infringes that third party’s Intellectual Property Rights and you will pay the amount of any adverse final judgment or settlement.

  8.  Fees and Payments

    1. Most of the Services provided by Salto X Platform to the Customer and its End Users are paid for by the Customer. However, certain Services provided to the End User might not be covered by the Fees charged to the Customer. These Services are Additional Services and are requested separately from Salto X. 

    2. The End User is responsible for providing complete and accurate billing and contact information to Salto X and notifying Salto X of any changes to such information.

    3. Fees for the Services may be collected via a payment processor as notified to the End User from time to time. Salto X may suspend the End User's access to the Services if any payment is not successfully settled due to expiration, insufficient funds or otherwise. For some payment methods, the issuer may charge certain fees, such as foreign transaction fees or other fees relating to the processing of the payment method, which shall be due and payable by the End User. The End User may be required to accept the terms and conditions of the issuer of the payment method or the third-party payment processor to make the relevant payment as set out in the Order.

    4. Fees are payable in the currency detailed in the Order and are non-cancellable and non-refundable. Fees are stated exclusive of value-added tax or relevant sales tax, which shall be added to Salto X’s invoice(s) at the appropriate rate.

    5. Fees for the Services 

      • Free Services
        ‍        Some Services on Salto X Platform are currently free of charge for the End Users and Customers. Salto X may introduce Fees for these Services at any time. 
      • Paid Services
        ‍        In order to get access to certain Services on Salto X Platform, payment of the relevant Fees is required. These Fees are clearly specified on Salto X Platform, as well as during the Order confirmation or on the invoice and are covered by the Customer for you. Once payment of the Fees has been successfully processed, access to the paid Services will be granted.

    6. Additional Services
      If you or the Customer request Salto X to provide additional Services, we may charge you additional Fees for such additional Services as may be agreed upon separately between the parties. 

    7. Order of payment 
      ‍      Access to the paid Services is available only upon payment of the Fees. Payment of the Fees shall happen through a third-party payment processor available at that moment on Salto X Platform or bank transfer in case of an invoice. Unless otherwise provided by law, all purchases are final and non-refundable.

  9. Disclaimers

    1. Salto X make no warranties of any kind, express or implied, guarantees or conditions with respect to your use of the Services and Salto X Platform, including without limitation any warranty of merchantability, fitness for a particular purpose, title, satisfactory quality, quiet enjoyment or non-infringement.

    2. The Services and Salto X Platform are provided ‘as is’, ‘with all faults’ and ‘as available’, and without responsibility for the accuracy, timeliness, correctness, reliability and completeness. Salto X does not warrant that the availability, use or function of the Services, Salto X Platform or Third-Party Content will be uninterrupted, error-free, or free of harmful components, nor that Your Content will be secure or not otherwise lost or altered.

    3. Salto X Platform may contain links to other websites governed by separate terms of use. To the extent possible, Salto X disclaims responsibility for such other websites linked to or from Salto X Platform, including but not limited to the contents of such other websites or your use of such websites.

    4. By using the Services and Salto X Platform, you agree that you access and use Salto X Platform and the Services on your own responsibility. Further, you agree that the availability, use or function of the Services and Salto X Platform or errors and/or omissions contained in connection with the Services and Salto X Platform shall not be made the basis for any claim, demand or cause of action against Salto X or any Third-Party Content provider(s).

  10. Force Majeure

    1. Salto X cannot be held liable for situations (delays, failure to perform any obligation under this End User Agreement, or other) generally referred to as force majeure, including, but not limited to, war, riots, terrorism, insurrection, strike, fire, natural disasters, currency restrictions, import or export restrictions, interruption of traffic, interruption or failure of energy supply, public data systems and communication systems, long-term illness of key staff, virus and occurrence of force majeure at subcontractors, partners and affiliates.

  11. Disputes

    1. The End User Agreement and the legal relations deriving from it between the End User and Salto X shall be governed by the laws of the Republic of Estonia.

    2. If any disputes arise out of or relating to the End User Agreement, the parties shall attempt to resolve them through negotiations. If the matter is not resolved by negotiations, the Harju County Court located in Estonia shall have the exclusive jurisdiction as a court of first instance of all disputes arising out of or relating to the End User Agreement.

  12. Contact

    1. You can contact Salto X, or you can give Salto X notice under this End User Agreement by emailing info@saltox.co. Any such communication (in the absence of a failed delivery receipt) shall take effect at 9.00 am on the next Business Day after transmission.

    2. We may contact you or give you notice under this End User Agreement by emailing the relevant email address associated with your Customer account. Any such communication shall take effect at 9.00 am on the next Business Day after transmission. It is your responsibility to notify Salto X of any changes to your email address associated with your Customer account.

    3. All notices given under this End User Agreement must be in the English language.