Terms of service
Please read these Terms of Service (“Terms”, “OwnersRoom Terms of Service”) carefully before using OwnersRoom AS’ Websites (“the Sites”), including www.ownersroom.com and/or any other domains operated by OwnersRoom AS. Your access to and use of the Sites is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Sites. By accessing or using the Sites you agree to be bound by these Terms. If you disagree with any part of these terms you may not access the Sites.
These Terms of Service is an agreement (“Agreement”) between ‘Us’, i.e. OwnersRoom AS, Organizational number: 918 195 343, (Referred to as “OwnersRoom AS”, “OR”, “us” or “we”), and You (a natural person accessing our Services, referred to as “You”).
OwnersRoom provide companies with an ‘investor portal’, serviced as a software on a subscription-basis (“Software-as-a-Service”).
The Agreement governs your access to and use of this software, (hereafter “the OwnersRoom-Application”, “the App”, or “the Application”), any subdomain of www.app.ownersroom.com, and/or any website, content, service, support, information or document provided to You by Us as part of our service to You as a User of the Application (all natural persons accessing our Services) and/or You as a representative of a “Customer” (any company that is registered with an OwnersRoom investor portal).
Your (continued) use of the Services shall constitute your acceptance of this Agreement. We will occasionally review, and modify this Agreement. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide a message on our Website to inform when new terms are taken into effect. What constitutes a material change will be determined at our sole discretion. By continuing to use the Services you agree to any potential modifications of this Agreement.
The content and information included in these Services are provided by us, our affiliates, sub-contractors, business partners, other users and third-party suppliers, and made available by Us subject to this Agreement.
In the event of any discrepancies between this Agreement and any other agreement you may have with OwnersRoom, this Agreement shall prevail.
2. The right to use the Services
3. Service Description
OwnersRoom provide our Customers with the ability to manage a virtual investor portal to support a range of processes relevant to the ownership of privately held companies. This includes, but is not limited to, features for investor relations, equity management, governance, and investment deals.
OwnersRoom provide Users with the ability to access our Customer’s investor portals, if they have been invited to access the investor portal by the Customer itself. Part of our service to Users is the technical delivery of emails on behalf of our Customer’s to their registered Members (any User that has been given access to the investor portal of a Customer) and Contacts (any natural person that has been invited into the investor portal of a Customer but has not yet registered with us to use our Services).
As of today, OwnersRoom offers three different service plans to our Customers, referred to in this Agreement as “Small plan”, “Medium plan” and “Large plan” (described below). In the future, however, we may provide a greater or narrower selection of Service plans.
All the plans include, or will include, features for ‘investor news’, ‘securities register’, ‘security events change log’, ‘documents’, ‘digital signing‘, ‘member control’, ‘groups and access control’, ‘analytics’, ‘investor portfolio’, ‘data exports’, and ‘self-service deals‘.
The distinguishing feature between the aforementioned plans is the amount of Members and Contacts that is allowed in the customers’ investor portal. The following limits are placed on the number of Members and Contacts that are allowed with the different plans: up to 25 members with the Small plan; up to 50 members with the Medium plan; up to 100 members with the Large plan. We may increase or decrease these limits in the future.
As we are constantly revising and developing our service offering, the details of these features will vary throughout time. For a more detailed description of the current versions of these features please contact Us.
4. New versions of the Service
The Services offered by us are constantly updated, and OwnersRoom may at any time change the Services provided, including adding or deleting features and functions, as well as decreasing or increasing the limit placed on numbers of Members and Contacts that are included in the different plans.
We will not make changes to the Paid Services (The Small plan and Medium plan and Large plan) that materially reduce the value or functionality provided to you. For our Free Services (up to 5 members, or any other Service delivered for free) , we may make changes that materially increase or reduce the functionality provided to you. New versions of the Services are included and will be made available to You, according to your Service Plan, when new releases are made publicly available. However, we may release new updates to sub-segments of our Users to test new functions before they are made available to all Users.
Unless specified, new modules, features or extra Services not included in the descriptions of existing service offerings may be offered to Customers and Users as separate Service offerings, that are charged separately.
5. Pricing and payments
For the Small plan, Medium plan and Large plan, the prices and payment details are governed by a separate Order Confirmation. Our Free services is offered to You for free.
All the plans offered by OwnersRoom includes 5 gigabytes (GB) of storage. If You require storage exceeding this limit, this must be arranged in a separate agreement between the parties, governing the scope, payment, and pricing of such services, and is not governed by this contract.
We may offer extra services within the Application, for which you will have to pay. It shall be made explicit to You that You will have to pay to make use of such extra services, before You start making use of such Services.
We may charge for special support or services not within the regular scope of our Services, as the regular Services are described in this Agreement. Any such arrangement requires a separate agreement between the parties, governing the scope, payment, and pricing of such services, and is not governed by this contract.
OwnersRoom may at any time audit your use of the Services to ensure that the Services are used in accordance with this Agreement. Such Audits shall not be more elaborate than what is necessary to ensure that your use of the Services is in accordance with this Agreement.
Information we encounter during such Audits shall be treated confidentially and shall only be shared and processed internally to the extent that is necessary to determine whether your use of the Services is in accordance with this Agreement. We may share information gained from such Audits with third parties, only in the cases where this is necessary to recover claims against You as a Customer.
7. Faults and problems with the Services
The Services are provided ‘AS IS’. The User accepts that the Services may have ‘faults’, ‘bugs’, ‘down-time’, and in general may be unavailable or unable to fulfill its purposes, for some periods of time.
Customers may cancel their purchase if they encounter lasting problems to core aspects of the Services, which makes the Service worthless to the Customer.
Customers, are entitled to a fair reduction of the price paid for any Services, which are of significantly reduced value to the customer for an extended period of time, due to ‘faults’, ‘bugs’ or ‘down-time’. Such price reductions cannot be demanded for a period of time more than 14 days ahead of the time of which OwnersRoom was notified of the problem. Please see paragraph 13 about limitation liability.
8. Intellectual Property Rights
By this Agreement, the Customers and Users does not acquire any intellectual property rights to the Service, documentation, trademarks or anything else.
The Customers and Users cannot change, copy, license, resell or otherwise control the Service or other intangible assets owned by OR or OR’s suppliers, unless otherwise agreed in writing with OR.
The Customers and Users shall not, in addition to what follows from mandatory legislation, make or attempt to undertake any kind of “reverse engineering” of the Service, cf. The Norwegian Copyright Act (“Åndsverksloven” 39 i).
9. Customer Breach
In the event of non-payment of invoice at the due date, as outlined in the Customer’s Order Confirmation, OR may close the Customer’s access to the Service. In the event of OR’s cancellation of the Agreement, the Customer shall continue to pay overdue claims, and remuneration already paid shall not be refunded. Otherwise, OR may terminate the Agreement where the Customer or User substantially breaches its obligations under the Agreement. If the breach is not material, OR may terminate the Customer’s or User’s access to the Service, or selected parts of the Service, until the breach has ceased or has been rectified, provided that the termination of the Service does not appear to be a disproportionate response to the breach.
12. Acceptable and non-acceptable use
12.1. Commercial purposes
Using our Services for commercial purposes is not allowed without a written agreement of such usage, or by purchasing services explicitly developed for commercial usage (any such agreement shall be governed by another contract).
12.2. Misleading information
Any attempt, successful or not, to deliberately add, share or spread false or misleading information within the App is considered a breach of this Agreement. You may upload outdated information only to provide information about the historical development of the company, and it should be clearly stated in close proximity to the uploaded information if the information is no longer valid. Uploading outdated information without providing explicit information that the information is no longer valid may be seen as providing false or misleading information and is considered a violation of these Terms. We reserve our right to mark, flag, change or remove any potentially misleading or fraudulent information entered into the Application, as we see fit.
12.3. Spam & Communication
You may only use Our Service to contact people or businesses with whom you have a legitimate interest, as defined in the EU General Data Protection Regulation (GDPR) (Found here: https://ec.europa.eu/info/law/law-topic/data-protection/reform/rights-citizens_en).
Because Contacts (invited parties who have not yet signed up as Users) will receive emails sent through OwnersRoom, we explicitly ask Users to confirm that they have permission to send emails to the Contact. It is considered non-accepted use to invite people with whom You, or the organization you represent, have no prior contact. If we suspect, in any way, that Our Services are not used in accordance with the GDPR framework, and/or these terms, we may block or delay emails sent through the App to limit the damage.
12.4. General non-accepted use
In addition, and without limiting the other requirements in this agreement, you may not (directly or indirectly) use the services in a way that:
- violates a citizen’s right of privacy as stated in the EU General Data Protection Regulation (GDPR) (Found here: https://ec.europa.eu/info/law/law-topic/data-protection/reform/rights-citizens_en);
- is threatening, harassing, abusive, stalking, or defamatory;
- is false, deceptive, misleading or fraudulent;
- is invasive of another person’s privacy or otherwise violates another person or company’s legal rights (e.g. rights of privacy and publicity);
- contains vulgar, indecent, obscene or unlawful material;
- infringes on a third party’s intellectual property right(s);
- publishes, uploads, or otherwise distribute any material protected by intellectual property laws (or by rights of privacy or publicity) without the necessary rights and consents to do so;
- uploads corrupted files, files that contain viruses, or any other software or programs that may damage the operation of the service or another’s computer;
- downloads any file that you know, or reasonably is expected to know, cannot be legally distributed in such a way;
- falsifies or deletes any information of the origin or source of software, or other material contained in a file that is uploaded;
- restricts or inhibits any other User of the OwnersRoom Application from using and enjoying the service;
- scrapes or otherwise collects information about other Users, including e-mail addresses, without their consent;
- is legally actionable between private parties;
- reduces the security of the Application;
- is aimed at accessing data not intended for You;
- attempts to probe, scan or test the vulnerability of any of OwnersRoom’s services or try to breach the security or authentication measures without authorization;
- is in violation of good faith use of the service; and/or
- is in violation of any applicable local, state, national or international law or regulation,
12.5. Measures against misuse
If we suspect the Terms of Service are violated, OwnersRoom reserves the right to temporarily block the affected owners’ room, temporarily ban the suspected responsible User(s) and freeze any potential subscription, while investigating the violation of this agreement. We further reserve the right to refuse access to the Service for Users, and / or Customers who have been found to repeatedly or severely violate these Terms.
We encourage all Users of our Services to help us ensure the quality of the product by reporting (e.g. to firstname.lastname@example.org) any knowledge or suspicion of violations of acceptable use (as stated here) or use violating the stated purpose of use of the Services.
13. Limitation of Liability
OR is not liable for loss / damage, including loss of data, as a result of errors or other circumstances related to the Service, in addition to direct losses as a result of OR’s breach of the Agreement, within the scope of the limitations of liability below.
Under no circumstances can the Customers or Users claim compensation for indirect losses. Indirect loss includes, but is not limited to, loss of profits, revenue, anticipated savings, goodwill, loss of or damage to data, loss caused by interruption of production, disruption of use of the Service, or third party claims (except third party claims based that third party intellectual property rights are infringed). If OR, despite the foregoing, is liable for losses incurred by the Customer or User in connection with this Agreement, OR’s total liability for damages in a calendar year shall in all cases be up to 25% of the annual invoiced amount, excluding VAT.
Euronext Securities extension
If you are a user of the Euronext Securities extension, you acknowledge that:
- The data in OwnersRoom cap table is transferred from what is recorded in the Euronext Securities register.
- If there are discrepancies between the data visible in OwnersRoom and Euronext Securities, the data in Euronext Securities is the most updated set.
- The issuers must verify the Relevant Information made available by Ownersroom by contacting the issuer prior to making any investment decision or otherwise.
14. Closing of Service
We reserve the right to change, stop or limit the use of our free plan with 5 seats (or any other Free Services) at any time without prior notice. For Customers on the free plan (or any other Free Services), we may terminate or deactivate your access to OwnersRoom due to inactivity after 30 days. We reserve the right to keep a backup of our customers OwnersRoom for up to 3 months after closing of the Service, if Customers do not explicitly ask for us to delete all information during the 3 months. It is the User’s responsibility to download or backup all information stored in the Application. We do not take responsibility for making such data available to Users after termination of the Service.
All provisions of these terms that, by their nature, should survive termination shall survive termination.
Notices pursuant to this agreement shall be sent by mail at email@example.com.
16. The Customer’s Data
The Customer’s data shall be treated with full confidentiality and will not be used by OR for any other purposes than to fulfill OR’s obligations to the Customer or to control the Customer’s use of the Services as described above. OR shall delete all the Customer’s data within 30 days after termination of the Agreement
17. Governing Law & Venue
The agreement is governed by Norwegian law. Any disputes arising out of this Agreement shall be solved by negotiation. Oslo District Court is adopted as a venue.