Terms of Use

Effective as of 25.09.2023

These Salto X Terms of Use govern the relationship between Salto X and the Users of the Salto X Platform.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING AND USING THE SALTO X PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY AND HEREBY CONSENT TO THESE TERMS OF USE AND CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR ACCESS THE SALTO X PLATFORM.

Definitions and Interpretations
1. Definitions
  Admin
  an individual who registered the User Account on behalf of the Company and/or interacts with the Salto X Platform on behalf of the Company.
  Agreement
  the agreement between the User and Salto X pursuant to these Terms of Use.
  Business Day (s)
  the agreement between the User and Salto X pursuant to these Terms of Use.
  Company (ies)
  prospective and active legal entities registered on the Salto X Platform.
  Default
  any act or omission by the User, or a failure by the User to perform any relevant obligation.
  Fees
  any fee to be paid by the Company for the Services on the Salto X Platform to the Salto X.
  Participant (s)
  employee or another contributor of the Company who is invited by the Company to participate in its Plan, and who uses the Platform to receive or view share or option holdings.
  Participant Data
  data and information provided to Salto X about Participant in connection with the provision of the Services or use of the Salto X Platform.
  Plan
  an incentive plan set up by the Company via Salto X Platform.
  Privacy Policy
  the privacy policy of Salto X available on the Salto X Platform as amended from time to time.
  Registration
  the process by which the User creates a User Account and gains access to the Salto X Platform's Services and features.
  Salto X
  Salto X OÜ, registry code 16360806, VAT number EE102439757, registered at Estonia, Tallinn, Vana-Kalamaja 45-14, 10415.
  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
  services provided to the Companies and, as may be applicable, to the Participants, by the Salto X via Salto X Platform or other digital means, such as video calls, as described under these Terms of Use.
  Terms of Use
  these Terms of Use of the Salto X Platform, as amended from time to time.
  Third-Party Content
  any third-party content, including but not limited to links, advertisements, promotions, or any other materials or information.
  User(s)
  the Company, the Admin and the Participant each separately or jointly, as the context may require.
  User Account
  An account registered and created by the User on the Salto X Platform.
2. A reference to “we” or “us” is a reference to Salto X and a reference to “you” or “your” is a reference to each User of the Salto X Platform. If you are entering into these Terms of Use on behalf of a Company, you represent that you have the authority to bind such entity to these Terms of Use, in which case the term “you” refers to such entity.
3. A reference to writing or written includes email.
4. A reference to a particular law is a reference to it, as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.
The Services we provide and the way we provide them
1. On the Salto X Platform, the Company may set up and manage the Plans, add and manage the Participants with respect to their participation in the Plan, as well as perform other activities with respect to the Plan and its management on the Salto X Platform.
2. Also, on Salto X Platform you can access educational and informational materials, and be provided with certain web tools. These tools and materials are designed to complement and enrich your interactions with Salto X Platform, providing you with a more robust and rewarding digital experience.
3. Salto X may from time to time run special offer campaigns on the Salto X Platform. In such cases, special terms of use will be applicable.
4. Salto X acts only as a “Software as a Service” and provides tools for the Company to set up and manage the Plans, and for the Participants to access such Plans with respect to their participation. All legal relationships existing with respect to the Plan are only between the Company and its Participant(s).
5. The Company may request, and Salto X may provide the Company with additional Services, including but not limited to training sessions with respect to the employee incentive plans and preparing customised educational materials.
6. Details about our Services may be found in these Terms of Use as well as on the Salto X Platform and related materials.
7. It is the responsibility of the Users to independently assess in detail the implications of the Services and products provided by the Salto X Platform on their business, individual financial position, or tax obligations.
8. We reserve the right to change these Terms of Use as prescribed further in these Terms of Use and/or to modify, discontinue, disable or terminate the access (or any part or feature thereof) to Salto X Platform at any time, without prior notice.
Scope of the Services
1. On the Salto X Platform, the Company may set up and manage the Plans, add and manage the Participants with respect to their participation in the Plan, as well as perform other activities with respect to the Plan and its management on the Salto X Platform.
2. Also, on Salto X Platform you can access educational and informational materials, and be provided with certain web tools. These tools and materials are designed to complement and enrich your interactions with Salto X Platform, providing you with a more robust and rewarding digital experience.
3. Salto X may from time to time run special offer campaigns on the Salto X Platform. In such cases, special terms of use will be applicable.
4. Salto X acts only as a “Software as a Service” and provides tools for the Company to set up and manage the Plans, and for the Participants to access such Plans with respect to their participation. All legal relationships existing with respect to the Plan are only between the Company and its Participant(s).
5. The Company may request, and Salto X may provide the Company with additional Services, including but not limited to training sessions with respect to the employee incentive plans and preparing customised educational materials.
6. Details about our Services may be found in these Terms of Use as well as on the Salto X Platform and related materials.
7. It is the responsibility of the Users to independently assess in detail the implications of the Services and products provided by the Salto X Platform on their business, individual financial position, or tax obligations.
8. We reserve the right to change these Terms of Use as prescribed further in these Terms of Use and/or to modify, discontinue, disable or terminate the access (or any part or feature thereof) to Salto X Platform at any time, without prior notice.
Registration and Use of the Salto X Platform
1. In order to use the Salto X Platform, each User must register and create the User Account on the Salto X Platform.
2. You may create the User Account via third-party authorization services, such as Google Single Sign-On (SSO).
3. In order to complete the User Account and start using the Salto X Platform, the User will be required to provide information during the Registration process. Once this is done, the User will be able to use Salto X Platform.
4. The Registration requires all requested data to be provided completely and truthfully. In providing the Registration information, you agree not to provide false information, omit or misrepresent information, or otherwise conceal your identity or any material information.
5. By completing the Registration on the Salto X Platform, the User enters into the Agreement to be bound by these Terms of Use with Salto X and confirms that it has read and understood Salto X Privacy Policy, which is valid at the time of Registration.
6. You agree that you are responsible for the security of your login details and that you will keep your login details and User Account details confidential. Salto X may require the Users to verify their email and set up a two-factor verification.
7. By registering the User Account, you acknowledge and agree that we may access and monitor your User Account for the purpose of providing the Services or managing the Salto X Platform, subject to these Terms of Use.
8. Salto X has the right to request from the User, and the User has an obligation to provide Salto X with any documents and information necessary to comply with the AML/KYC requirements pursuant to applicable money laundering and terrorist financing prevention regulation before entering into the Agreement as well as throughout the term of the Agreement.
9. Furthermore, all registration information must be kept up to date at all times. This means that you shall notify operators of the Salto X Platform promptly of any material change in the validity of previously provided information via email or amending such details in your User Account.
10. You may delete your User Account any time you wish. However, deleting the User Account or limiting the usage of your User’s Account may limit or prevent us from providing the Services you have asked for.
Participant’s Access to the Salto X Platform
1. On the Salto X Platform, the Participant might be invited by a Company to access and view certain information with respect to its participation in the Plan.
2. In order to get access to the Salto X Platform, the Participant would need to accept an invitation link provided to its email and create the User Account by following the Registration procedure as described in these Terms of Use.
3. Personal data provided by the Participant during Registration on the Salto X Platform is handled in accordance with these Terms of Use and Salto X Privacy Policy.
4. Once the Participant registers its User Account, the Participant may access Salto X Platform and related Services, including but not limited to the ability to view option holding and its details, such as vesting period and vesting schedule, amount of the granted options, and perform other activities with respect to its participation in the Plan.
5. No payment is required to use the Services and access Salto X Platform as a Participant. Salto X is entitled to introduce and request at any time the Fees for the use of its Services or access to the Salto X Platform by the Participant.
6. In all other terms not covered by this Section, provisions of these Terms shall apply.
Representations of the Users
1. The Users acknowledge and represent to Salto X that on completing the Registration and each day during the duration of the Agreement:
  - all information provided to Salto X upon Registration or otherwise is true, accurate, complete, and not misleading;
  - the User is not subject to any insolvency, bankruptcy, liquidation, administration, or similar proceedings in any jurisdiction;
  - the User has taken all necessary actions and has all requisite power and authority to enter into and perform the Agreement in accordance with its Terms of Use;
  - the Agreement constitutes valid, legal, and binding obligations on the User in accordance with its terms;
  - he User will not use the Salto X Platform for any unlawful purpose;
  - the execution by the User of the Agreement and compliance with its terms will not breach or constitute a default under any agreement or instrument to which the User is a party or by which the User is bound or of any order, judgement, decree, or other restriction applicable to the User;
  - the User understands that financial regulations, financial codes, financial ethics, and contractual requirements vary worldwide, and it is the User’s responsibility to make sure to comply with all laws and regulations applicable to Users before using the Services;
  - the Users, their Subsidiaries, directors or officers are not:
    1. subject to Sanctions and
    2. ocated, organized 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.
  - if the User is a natural person, the person is at least 18 years old and has not been declared to have a limited legal capacity due to a mental disorder.
2. You are obliged to immediately inform us in case of suspicion or evidence of any misuse of your User Account by any unauthorised third parties.
3. By accessing and using the Salto X Platform, you understand and acknowledge that any content provided on and by Salto X, including but not limited to articles, information, or any other materials, is intended for general informational purposes only. You acknowledge that the content on the Salto X Platform is not intended to constitute professional advice, including but not limited to tax, accounting, legal, financial, investment, or any other specialized advice. Salto X does not guarantee the content’s accuracy, completeness, reliability, or timeliness.
4. By providing the Company’s data for the Registration, you represent that you have all the rights to do so, as well as such provision of the Company’s data will not harm any third-party rights and will not violate any laws.
5. By providing the Participant’s Data, you represent that you have all the rights to do so, as well as such provision of the Participant’s Data will not harm any third-party rights and will not violate any laws.
Representation and warranties of Salto X
1. Salto X does not warrant that the use of the Services (including the Salto X Platform) shall be uninterrupted or error-free nor is any warranty given as to the results that may be obtained from using the Services. The Services are provided on an “as is” and “as available” basis and without warranty of any kind.
2. Salto X Platform may include or provide access to the Third-Party Content. The Third-Party Content is provided for informational purposes only, and Salto X does not endorse or guarantee the accuracy, reliability, or legality of any Third-Party Content.
Fees and Payments
1. Fees for the Services
  - Free Services
    Some Services on Salto X Platform are currently free of charge for the Users. Salto X may introduce Fees for these Services at any time.
  - Paid Services
    ‍To access to certain Services on Salto X Platform, payment of the relevant Fees is required. These Fees are clearly specified on the Salto X Platform, as well as during the order confirmation or on the invoice. Once payment of the Fees has been successfully processed, access to the paid Services will be granted.
2. Changes to the Fees
  ‍In the event of any changes to the Fees, Salto X will notify Users through email, the Salto X Platform or other means. The notification will be sent at least 30 (thirty) calendar days before implementing the Fees. By continuing to use the Salto X Platform and its Services after receiving the notification, the User acknowledges and agrees to the new Fees, as applicable.
3. Additional Services
  ‍If you request Salto X to provide additional Services, we may charge you additional Fees for such Services, as may be agreed between the parties separately.
4. 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 the Salto X Platform or bank transfer in case of an invoice. Unless otherwise provided by law, all purchases are final and non-refundable.
Liability of Salto X
1. You agree to defend, indemnify, and hold Salto X harmless and its affiliates, officers, directors, employees, agents, successors and assigns from and against any and all losses, damages, expenses (including reasonable attorneys' fees), rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Salto X Platform, any content you submit or share on the Salto X Platform, your connection to the Salto X Platform, your violation of these Terms of Use, or your violation of any rights of another party.
2. In any case, even if Salto X is held liable, the aggregate total liability of Salto X arising under or in connection with this Agreement or Plan shall not exceed the amount equal to the Fees paid by the Company to Salto X under the Agreement for the preceding 3 (three) months from the alleged breach (if any).
3. If Salto X’s performance of any of its obligations under the Agreement is prevented or delayed by Default of the User, then until the User remedies the Default, Salto X shall not be liable for any costs or losses sustained or incurred by the User arising directly or indirectly from Salto X’s failure or delay to perform any of its obligations.
4. Salto X is not liable for any actions, omissions and proper fulfilment of any obligations by the Users. Salto X shall not be liable for unauthorised, fraudulent or other unlawful activity connected to the User's use of Salto X Platform. Salto X shall not be liable for any costs, losses or damages caused due to inaccurate or incomplete data provided by the Users.
Confidentiality
1. Know-how, trade secrets and other information of a confidential nature (including but not limited to all proprietary technical, industrial and commercial information as well as any information related to the business or contents of the Agreement), however recorded or preserved, that is disclosed or made available (in any form or medium), directly or indirectly, by one party as the information provider to the other party as the information recipient is regarded as confidential information, unless:
  - that it is or becomes generally available to the public other than as a direct or indirect result of the information being disclosed by the information recipient in breach of the Agreement;
  - was already lawfully known to the information recipient before the information provider disclosed it; or
  - has been received by the information recipient from a third-party source that is not connected with the information provider and such source was not under any obligation of confidence regarding that information.
2. The information recipient undertakes to the information provider that it shall:
  - keep the confidential information secret and confidential; and
  - not use or exploit the confidential information in any way, except for or in connection with, the performance under the Agreement.
3. Each party may disclose the confidential information to any of its officers, employees, advisers, subcontractors and contractors that need to know the relevant confidential information for the performance under the Agreement, provided that it procures that each such person to whom the confidential information is disclosed complies with the obligations set out in the Agreement as if they were the information recipient.
4. Each party may disclose the confidential information to the minimum extent required by:
  - any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction; or
  - the laws or regulations of any country to which its affairs are subject.
5. The above obligations relating to confidentiality are not limited in time or by the validity of the Agreement.
Intellectual Property
1. Excluding any open-source software or third-party software that the Salto X Platform or the Services incorporates the content as set out below, Salto X is entitled to any rights to the Salto X Platform and the Services, including but not limited to all rights relating to algorithms, APIs, databases, data collections, diagrams, formulae, logos, designs, names, methods, network configurations and architectures, processes, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, websites, and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing) as well as technology, content and other materials used, displayed or provided on the Salto X Platform or in connection with the Services (including all intellectual property rights subsisting therein). Such material is protected by copyright, trademark and data protection laws (as applicable) and/or other intellectual property laws. As applicable and to the extent legally permissible, in particular, complying with applicable data protection laws, each User hereby transfers and grants the respective aforementioned rights to Salto X exclusively and unlimited in time, scope and space. Any use, transmission and/or copy of any content on the Salto X Platform or Services not aligned with these Terms of Use or without the prior consent of Salto X is a violation of these Terms of Use and strictly prohibited.
2. The Company may upload certain information, pictures, etc., considered as the content on the Salto X Platform to present themselves or their business to the Participants. By uploading the respective content on the Salto X Platform, each User hereby grants Salto X the sublicensable right to use such content unlimited in territory for the purpose of these Terms of Use, in particular, displaying such content on the Salto X Platform and related sub-sites for the respective Participants.
Force Majeure
1. Neither the Users nor the Salto X will be responsible for any failure to perform any of its obligations under the Agreement which is due to any reason that is independent of that person’s will and has resulted from a force majeure event. A force majeure event will apply only and solely if that person has taken all steps that depend on it in order to perform the obligation. Once the force majeure event has finished, that person must immediately resume the performance of the obligation. The following circumstances will be considered as force majeure events:
  - extraordinary and unavoidable circumstances, including natural disasters, fire, flood, earthquake, warfare, terror acts, riots and strikes;
  - technical failures, delays or malfunctions, failure of computers, communications systems, hardware and/or software, power supply malfunctions, or other critical infrastructure malfunctions at Salto X, which Salto X could not have prevented or predicted;
  - decisions and/or activities of local and/or foreign public authorities, and/or international organisations; and
  - entry into force, amendments and/or suspension of a statutory act binding on Salto X and/or any relevant User affecting the performance of obligations under these Terms of Use.
Term and Termination
1. The Agreement becomes effective from the moment of successful Registration on the Salto X Platform and remains in effect until terminated in accordance with the provisions of the Agreement.
2. Salto X may terminate any Service under the Salto X Platform by notifying the Users via email which is registered on the Salto X Platform or otherwise at least 10 (ten) Business Days in advance, unless these Terms of Use or the regulations of the Republic of Estonia stipulate otherwise.
3. Salto X may terminate the Agreement at any time with immediate effect in case a material breach of these Terms of Service occurred.
4. The Users may terminate the Agreement at any time by notifying Salto X via email or the Salto X Platform or any other by Salto X accepted means at least 10 (ten) Business Days in advance. On receipt of the notification, Salto X will restrict the Services available to the User on the Salto X Platform.
5. All outstanding payment obligations, as well as confidentiality and obligations arising out of liability provisions of this Agreement shall survive the termination of this Agreement.
Amendment of the Terms of Use
1. Salto X reserves the right to amend the Terms of Use with effect for the future by posting an updated version on the Salto X Platform.
2. Salto X will inform you of such amendments via email, through the Salto X Platform, or in any other manner as it deems necessary.
3. Any such amendments shall be considered accepted by you provided that you continue to use our Services and Salto X Platform after one month from the date of amendments. However, you may withdraw from the use of our Services and Salto X Platform, by sending a notification to Salto X and Salto X shall terminate the Agreement with you by the end of one-month period from the date the notification is received.
4. Amendments shall be in force on the date provided in the amendments.
Governing law and dispute resolution
1. The Agreement and the legal relations deriving from it between the Users 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 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 Agreement.
Processing of the Personal Data
1. To execute the Agreement and provide the Services under the Agreement, Salto X needs to collect information about the Admin and the Participant.
2. Salto X and the Company remain separate data controllers regarding any personal data processed under the Agreement. Salto X and the Company shall thereby:
  - adhere to all the applicable data protection laws, e.g the General Data Protection Regulation 2016/679 (GDPR), including the application of proper technical and organisational data protection measures. Salto X processes personal data as described in Salto X Privacy Policy;
  - inform each other immediately about any data processing incidents or breaches related to performing the Agreement;
  - reasonably assist each other in responding to the requests of data subjects and authorised public authorities.
3. More information about how Salto X collects, uses and stores the Participant's and Admin’s personal data can be found in the Privacy Policy. On execution of the Agreement, the Participant and the Admin confirm that they have read and understood the Privacy Policy.
Closing Provision
1. Salto X may transfer its rights and obligations under the Agreement to another organisation, entity or person. Salto X will let the Users know if this happens and Salto X will ensure that the transfer will not affect the User’s rights under the Agreement.
2. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
3. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties.
4. Unless it expressly stated otherwise, the Agreement does not give rise to any rights to third parties to enforce any term of the Agreement.
Contact
1. If you have any questions regarding these Terms, you can contact us by email at: info@saltox.co.