Please read these terms and conditions carefully before using the software services offered by T12, Inc.
By accessing or using T12's software services ("Services"), you agree to be bound by these terms and conditions ("Terms"). If you do not agree to all of the Terms, do not access or use the Services. T12 reserves the right to update and change these Terms periodically.
T12 provides the following Services:
A. Cap Table Management: Software to help companies manage capitalization tables and related shareholder data. Includes AI assistant for queries.
B. 409A Valuations: Valuation services required for private companies awarding stock options.
C. TABS Score: Due diligence platform for investors and startups to evaluate investments.
D. Equity Plans: Tools to manage stock options and equity compensation.
E. Secondary Market (T12X): Private stock exchange to facilitate liquidity events.
F. Stakeholder Services: Solutions to help stakeholders monitor equity positions.
G. Board Management: Tools to empower board members with data and approvals.
H. Investor Services: Solutions for investment management and performance tracking.
T12 grants you a limited, non-exclusive license to access and use the Services for legitimate business purposes. You agree not to access or use the Services for any illegal, harmful, fraudulent, infringing or offensive use or to interfere with, disrupt or attack the Services.
You agree not to directly or indirectly engage in, assist, or have any active interest or involvement, whether as an employee, agent, consultant, creditor, advisor, officer, director, stockholder (excluding holdings of less than 1% of the stock of a public company), partner, proprietor or any type of principal whatsoever, in any business or activity which is directly or indirectly in competition with or similar to the business of T12 for a period of 5 years after terminating use of the Services.
This non-compete clause applies unconditionally and irrevocably to any competing business located anywhere in the world. Competing business means any enterprise, company, or business that develops, markets, distributes, sells or provides products or services that are the same or substantially similar to or directly competitive with those offered by T12's Services.
You acknowledge this non-compete restriction is necessary and reasonable to protect T12's proprietary information, trade secrets, and business goodwill. This non-compete clause shall survive termination of these Terms.
You are responsible for maintaining the confidentiality of your user account credentials and agree not to share them with unauthorized third parties. You agree to notify T12 immediately of any unauthorized account use or breach of security. T12 shall not be liable for any loss or damage from unauthorized account access.
T12 retains all proprietary rights, including all intellectual property rights, in the Services. You may not copy, modify or distribute any aspect of the Services without T12's prior written consent.
Any data, content or information provided by you in connection with using the Services ("User Content") remains your property. T12 does not claim ownership of User Content. You grant T12 a license to use User Content to provide and improve the Services.
If you sign up for the Services using a business or professional email address, you grant T12 the option of featuring your company name, logo, and likeness in T12 marketing materials and communications. This authorization is voluntary and revocable at any time by emailing email@example.com. T12 agrees to immediately cease and desist usage of your company's name, logo, or likeness upon receiving your revocation of this optional marketing authorization. T12 further agrees to use your company's name, logo, and likeness only in direct association with your use of T12's Services. This provides an ethical approach that respects consent, privacy, and your company's marketing preferences.
The Services are provided on an "as is" basis without warranties of any kind. T12 disclaims any implied warranties including merchantability, fitness for particular purpose, and non-infringement.
T12 is not liable for any indirect, incidental, special, consequential or punitive damages arising from use of the Services. T12's total liability arising under these Terms is limited to the amount you paid to use the Services in the past six months.
T12 and its employees, contractors, directors, officers, and other representatives may choose to identify themselves to users of the Services by nicknames, d/b/a names, aliases, maiden names, or other forms of identification. As T12 is a software company, the manner in which T12's representatives choose to identify themselves does not impact your use of the Services.
You acknowledge and agree that you shall not hold T12 or any of its representatives legally liable or responsible in any way in connection with the use of nicknames, d/b/a names, aliases, maiden names, or other forms of identification. T12 disclaims any liability or responsibility for the identity representation of its personnel. You hereby fully release and discharge T12 from any and all claims arising out of or relating to the identity representation of its personnel.
You agree to fully indemnify and hold harmless T12 from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys fees) arising from your use of the Services, whether free or paid, or violation of these Terms.
T12 may suspend or terminate your access to the Services at any time for any breach of these Terms. You may terminate your account by emailing firstname.lastname@example.org.
These Terms are governed by the laws of New York state. Any disputes arising in connection with the Services shall be resolved exclusively via JAMS Arbitration, following JAMS New York laws.
These Terms constitute the entire agreement between you and T12 relating to use of the Services. If any provision is deemed invalid by law, the remaining provisions will still apply. The failure of T12 to exercise or enforce rights does not waive such rights.
If you have any questions about these Terms, please email us at email@example.com
Last Updated: August 10, 2023