Terms of Service

Effective: 17 October, 2022 ("Effective Date")

These Terms of Service (“Terms”) constitute a binding and enforceable agreement between Share Panel (“Share Panel”, “we”, “us”, or “our”), and you (“you”, or “your”), in your access and use of our internet-based service (“Service”). These Terms are intended to govern the relationship between you and us and to lay down the expectations from both you and us in your access and use of the Service. By registering for the Service, you confirm and acknowledge that you have read these Terms or have had them read to you by your lawyer, that you have accepted these Terms, and that you have agreed to be bound by these Terms.

1. Description of, and Your Access to, the Service.

1.1. Description of the Service.

The Service available for your access and use from us is an internet-based service created to assist you—as a Share Panel account holder, and where applicable, your intended recipients—to share your information, content and files (“Materials”) and to analyze if and how your Materials are viewed and engaged with by your intended recipients (“End-Users”).

1.2. Your Access to the Service.

Service can be accessed by you from your Device via a website owned and maintained by us of address https://app.sharepanel.co. Reference to a Device in these Terms shall mean any electronic gadget used to access the Service, including, without limitation, a computer, desktop, laptop, smartphone, tablet, or any other consumer electronic device with Internet access, used by you or your End-Users to access the Service.

2. Subscription, Billing and Renewal Fees for the Service

2.1. Initial Subscription.

Your initial access and use of the Service will be subject to you making a one-month subscription for the access and use of the Service (“Initial Service Term”). When subscribing for your Initial Service Term, we will require you to pay reasonable subscription fees in accordance with the billing terms in place at the time (“Subscription Fees”). Your payment obligation for the Initial Service Term, and all your subsequent payment obligations, including those described in Section 2.2 below, are non-cancellable, and all the amounts paid for your subscription to the Service are non-refundable. You will provide Share Panel with, where required, a valid credit card for payment of the applicable subscription fees.

2.2. Billing and Renewal.

Upon the expiry of the Initial Service Term—unless either you or Share Panel delivers written notice of termination to the other party no less than 14 (fourteen) days prior to the expiration of the Initial Service Term—the Service shall automatically renew for successive periods of 1 (one) month each (each, a “Renewal Term”). Reference to the Term shall mean both the Initial Service Term and the Renewal Term. During the Renewal Term, either you or Share Panel may terminate the Service at the end of the then-current Renewal Term by delivering a written termination notice to the other no less than 14 (fourteen) days prior to the expiration of the then-current Renewal Term.

2.3. Change in Subscription Fees.

The Subscription Fees for any renewal term shall be equal to the then-current Renewal Term’s Subscription Fees unless Share Panel has given you at least 14 (fourteen) days prior written notice of a fee increase or decrease, which shall be effective on the subsequent Renewal Term. We will issue you no refunds or credits for partial periods of the Service, upgrade/downgrade refunds, or refunds for any unused periods with an active subscription, including, without limitation, instances involving the termination of the Service.

3. Grant of License

3.1.

Subject to your fulfilment of any condition precedent in your access and use of the Service, and subject to you not breaching any provision of these Terms, Share Panel grants you a worldwide, non-exclusive and non-transferable license to access and use the Service from your Device through the Internet during the Term (“Licence”). Your License only allows you to access and use the Service for your personal and business purposes. Any and all rights not expressly granted to you by these Terms are reserved by Share Panel and its licensors, if any. You may not,

• (i) transfer or assign your License, or share, lend or allow anyone else to use the Service or your Login Details to the Service; or
• (ii) sublicense or loan to any third party your Login Details.

As used in these Terms, “Login Details” means the username and password provided to you by us for the access and use of the Service; or

3.2.

Your License to access and use the Service is restricted to only those activities expressly allowed by Share Panel. You may not use your license to share any Material that:

• (i) violates these Terms, including, without limitation, Share Panel’s Privacy Policy or any other applicable statute, rules or regulations;
• (ii) infringes, misappropriates, or violates existing intellectual property rights, proprietary rights, publicity rights, privacy rights, and any and all other legal rights intended to protect data, information, and intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, patent rights, trade secrets, and contract rights of other third parties;
• (iii) is intended to harm minors;
• (iv) contains information that is generally unlawful, including but not limited to information that (a) is abusive, (b) is tortious, (c) is harassing, (d) is threatening, (e) is intentionally misleading, (f) promotes racism, bigotry and hatred, (g) is obscene, and (h) is otherwise illegal in any way;
• (v) would cause Share Panel to violate any existing laws, rules or regulations; or
• (vi) that would cause you to violate any of your obligations owed to a third party.

4. Intellectual Property Rights

4.1. Your Ownership Rights.

Your access and use of the Service may allow you to upload, submit, store, and share Materials with your End-Users. Your access and use of the Services do not in any way whatsoever affect the ownership of the intellectual property rights in the Materials. As such, Share Panel claims no ownership in any of your Materials shared with your End-Users via the Service, including but not limited to any text, data, information, and files that are uploaded, stored, or shared through the Service.

4.2. Materials.

You may only use your Materials with the Service. As used in these Terms, “Materials” means the Materials described in Section 1.1. herein which are the Materials in and to which you own all the rights, title and interest, including all related intellectual property rights, as well as the Materials that even though you do not own the intellectual property rights in and to them, you are duly authorized by the rights-holder in and to the Materials to use and share the same with your End-Users.

4.3. Grant of Limited Rights.

The sharing of Your Materials grants us a license to host or do all those things necessary to enable Share Panel to perform its obligations under these Terms, including but not limited to reproducing or modifying the Materials to make the content work better with the Services and to make the Materials available to your End-Users.

4.4. Our Ownership Rights.

Using the Service gives you no ownership rights to the Service or the content you interact with in your access and use of the Service. Share Panel owns all the rights, title and interest, including all related intellectual property rights, in and to the Service. You may not use the content from Share Panel, including but not limited to our logo or branding, without permission from us, unless you are permitted by law. For the avoidance of any doubts, Share Panel owns the Service and the databases, software, hardware and other technology that may be used by or on behalf of Share Panel to operate the Service, and the structure, organization, and underlying data, information and software code therefrom (together, the “Technology”).

5. Prohibited Use of Technology

You confirm and acknowledge that the Technology described in Section 4.4 above constitutes a valuable trade secret belonging to Share Panel. Throughout your use of the Service, and after the termination of your use of the Service, you agree not to allow or encourage any third party to:

• (i) have access or attempt to have access to Share Panel’s Technology without our written consent;
• (ii) use the Technology in any illegal way or in a manner likely to impair the normal operation of the Technology;
• (iii) upload, transmit, or distribute any programs and software, including, without limitation, viruses, intended to damage or alter the Technology;
• (iv) collect other users’ personally identifiable information without their consent;
• (v) reproduce or create derivative works of the Technology;
• (vi) distribute, sell, lease, license, sublicense, or transfer any of your rights to access or use the Service, or otherwise attempt to make the Technology available to any other third party; or
• (vii) overcome or attempt to overcome any protective measure put in place by Share Panel aimed at restricting access to any portion of the Technology.

6. Indemnification

6.1.

You hereby agree to defend, indemnify and hold Share Panel harmless from any and all claims, causes of action, loss, liability, judgment, obligation, penalty, damage, cost or expense, which may arise from the following events (each, “Indemnifiable Event”):

• (i) The breach of any of your obligations under these Terms; and
• (ii) Your negligent acts or omissions in the use of the Services.

6.2.

We will issue you a timely notice of any Indemnifiable Event. Upon being notified, you agree to, at your own cost, defend any claim, suit or proceeding with the assistance of lawyers reasonably acceptable to us. We reserve the right to take part in the defence of any claim, suit or proceeding arising from an Indemnifiable Event, at our own cost, with the help of lawyers of our own choosing.

6.3.

Without limiting the generality of the foregoing provisions, you shall indemnify, defend and hold Share Panel harmless from and against any third-party claims, losses, damages, suits, fees, judgments, costs and expenses arising from, or relating to, an action brought by any third party alleging that the Materials violate any existing intellectual property right of the claimant.

7. Cancellation and Termination of the Service

7.1. Your Right to Cancel.

You are solely responsible for cancelling your subscription to the Service. You may cancel your subscription at any time by following the instructions existing at the time for the cancellation of your subscription. Termination of your account with us, and your access and use of the Service, shall come to effect at the conclusion of the then-current Term.

7.2. Termination by Share Panel.

Share Panel reserves the right to, at its sole discretion, immediately terminate or cancel your access and use of the Service for your Material Breach of these Terms or if required so by a governmental body, court, or competent authority. For the avoidance of any doubt, a “Material Breach of these Terms” shall constitute a breach by you of your obligations under, but not limited to, Clause 3 and Clause 5 of these Terms.

7.3. Effect of Termination.

Upon the termination of the Service, all the rights and licenses, including, without limitation, the License, shall cease to exist forthwith. Share Panel may, at its own option, allow you a reasonable amount of time to remove the Materials from the Service, or where we consider as appropriate, delete the Materials from the Service without further obligation on the part of Share Panel to store and make available the Materials to your End-Users.

8. Disclaimer of Warranties

8.1. Disclaimer.

Share Panel hereby disclaims all warranties of any kind, whether express, implied or statutory, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third-party rights with respect to the Services to the maximum extent allowed by the applicable law. We make no warranty that the Services, when provided to you in digital or electronic format, will be compatible with your or your End-Users’ Device, or that the Service will be error-free. Nor do we make any warranty as to any outcomes that may result from the use of the Service. For the sake of clarity, Share Panel does not represent or warrant that:

• (i) the use of the Service will be secure, prompt, uninterrupted, or error-free;
• (ii) the access and use of the Service will meet your expectations;
• (iii) your shared Materials will be accurate or reliable; and
• (iv) the Technology will be free of viruses or other harmful software.

8.2. Representation and Warranty.

You represent and warrant that you have the legal power and authority to enter and be bound by these Terms. We represent and warrant that we will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will work substantially in accordance with our operational documentation under ordinary use and circumstances. You represent and warrant that the personal information used in registering for the Service is yours, that you have not misleadingly identified yourself nor provided any false information to gain access and use the Service and that your billing information is accurate.

9. Internet Delays

You confirm and acknowledge that the access and use of the Service require the Device to have access to the Internet. You understand that the access and use of the Service may be subject to limits, delays, and other technical hitches inherent in the use of the Internet and electronic communications and that we will have no control over them. You agree to release us of any and all liability occasioned by the technical glitches associated with the use of the Internet that may affect your access and use of the Services.

10. Modification of Terms

We reserve the right to modify these Terms or the policies relating to the Service at any time, effective upon posting an updated version of the Terms. You will regularly review these Terms. Your continued access and the use of the Service shall constitute your consent and your agreement to be bound by such modifications.

11. Assignment

You may not assign these Terms without our prior written consent. We may, however, assign these Terms without your consent to (i) our parent or our subsidiary, (ii) an acquirer of our assets, or (iii) our successor through, among others, a merger.

12. Applicable Law and Venue

These Terms and any non-contractual obligations arising out of or in connection with these Terms shall be governed by, and construed in accordance with, the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales. You irrevocably agree to submit yourself to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms and that accordingly, proceedings may be brought by us against you in such courts.

13. Dispute Resolution

13.1. Good-Faith Negotiation.

Any or all disputes arising out of or touching upon or in relation to these Terms, including the interpretation and validity of the Terms hereof and the respective rights and obligations of either you or Share Panel, shall be settled amicably by mutual discussion, failing which the same shall be settled through the dispute resolution method in Section 13.2 below.

13.2. Arbitration.

Any dispute that cannot be resolved through Section 13.1 above shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Section. The arbitration shall be conducted in accordance with the London Court of International Arbitration Rules (“LCIA Rules”) current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators, one to be appointed by each party and the third, subject to the provisions of the LCIA Rules, by the two so appointed. If either you or Share Panel wishes to refer a dispute to arbitration, the party wishing to refer the dispute to mediation shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 (fourteen) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 (fourteen) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 (fourteen) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement between you and Share Panel.

14. Miscellaneous

14.1. Waiver.

The failure of either you or Share Panel to enforce any provision of these Terms shall not be construed as a waiver of such provision or of the right to enforce it at a later time.

14.2. Entire Agreement.

These Terms constitute the entire agreement between you and Share Panel and govern your and, where applicable, your End-User’s access and use of the Service, superseding any prior agreements between you and Share Panel.

14.3. Severance.

The clauses and sections contained herein are intended to be read and construed independently of each other. If any part of these Terms is declared invalid, this invalidity will not affect the operation of the remaining parts of these Terms.

14.4. Headings and Paragraphs.

The headings and paragraphs in these Terms are for ease of reference only and shall not affect in any way the meaning or interpretation of these Terms.