Last Updated: December 12, 2023.

This feature of https://equity.withmantle.com/ or https://portal.withmantle.com (also known as “Mantle” or the “Site”) is offered by Ten Key Labs Incorporated dba Mantle (“Ten Key Labs,” “Mantle”, “we,” “us”, “our”). Please read these Terms of Use (the “Terms”) and the (“Privacy Policy”) carefully because they govern your use of this feature of the Site for the purpose of interfacing with the platform Mantle by Ten Key Labs. To make these Terms easier to read, this feature of the Site and the interface enabling such interaction provided through this feature of the Site are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TEN KEY LABS (INCLUDING ANY OF ITS AFFILIATES, REPRESENTATIVES, AGENTS, AND SERVICE PROVIDERS), THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION ‎18 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 18 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 17 “GOVERNING LAW” OR RELEVANT PROVISIONS OF APPLICABLE LAW WILL STILL APPLY.

  1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you do not want to be bound by these Terms, you are not authorized to access or use the Services and must immediately cease all further access or use of the Services.

  2. Privacy Policy. Please review our Privacy Policy , which also governs your use of the Services, for information on how we collect, use and share your information.

  3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and/or may also send other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time, and without notice, at our sole discretion.

  4. Who May Use the Services?

    (a) Eligibility. You may use the Services only if you are at least 18 years old, capable of forming a binding contract with Ten Key Labs, and not otherwise barred from using the Services under applicable law or by these Terms.

    (b) Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo; (ii) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties; and (iii) you are not designated or specified under regulations made under the Sanctions and Anti-Money Laundering Act 2018 (Chapter 13) of the laws of England and Wales. You are solely responsible for ensuring that your access and use of the Services does not violate any applicable law. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. Without limiting the foregoing, if the access or use of the Services in your jurisdiction or residence or domicile is prohibited by applicable law, you are not permitted to access or use the Services. We reserve the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms.

  5. About the Services. The Services facilitate tracking and analytics of your Capitalization Table (”Cap Table”), Employee Stock Option Plans (”ESOP”), Document Collection & Extraction, and other related artifacts in the domain of Equity Management.

  6. Suspension or Termination. We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we, in our sole discretion, determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute a breach of these Terms by Ten Key Labs. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, Ten Key Labs may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include, where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.

  7. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

  8. Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content.

  9. General Prohibitions and Enforcement Rights. You agree not to do any of the following:

    (a) Use, display, mirror or frame the Services or any individual element within the Services, Ten Key Labs’ name, any Ten Key Labs trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Ten Key Labs’ express written consent;

    (b) Access, tamper with, or use non-public areas of the Services, Ten Key Labs’ computer systems, or the technical delivery systems of Ten Key Labs’ providers;

    (c) Attempt to probe, scan, or test the vulnerability of any Ten Key Labs system or network or breach any security or authentication measures;

    (d) Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Ten Key Labs or any of Ten Key Labs’ providers or any other third party (including another user) to protect the Services;

    (e) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Ten Key Labs or other generally available third-party web browsers;

    (f) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

    (g) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;

    (h) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

    (i) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

    (j) Collect or store any personal identifying information from the Services from other users of the Services without their express permission;

    (k) Impersonate or misrepresent your affiliation with any person or entity;

    (l) Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services);

    (m) Fabricate in any way any transaction or process related thereto;

    (n) Place misleading offers;

    (o) Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services, or that otherwise prevents us from correctly identifying the IP address and geographic location of the computer you are using to access the Services;

    (p) Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;

    (q) Violate any applicable law or regulation; or

    (r) Encourage or enable any other individual to do any of the foregoing.

Ten Key Labs is not obligated to monitor access to or use of the Services or to review or edit any Services content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

11. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources.

12. Termination. We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. You may disconnect your account at any time. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 6, 9, 12, 13, 14, 15, 16, 17, 18 and 19.

13. Warranty Disclaimers. THE SERVICES AND ANY CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TEN KEY LABS (AND ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES) MAKE NO WARRANTY THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. TEN KEY LABS (ON BEHALF OF ITSELF AND ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES) DISCLAIMS ANY AND ALL OTHER WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES AND ANY CONTENT CONTAINED THEREIN. WE (ON BEHALF OF OURSELVES AND OUR SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES) FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.

NONE OF TEN KEY LABS OR ANY OF ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES REPRESENT, WARRANT OR GUARANTEE THAT ANY CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE AND NONE OF THE FOREGOING WILL BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN, OR TAKEN IN RELIANCE ON, MATERIAL OR INFORMATION CONTAINED ON THE SERVICES. WHILE TEN KEY LABS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT THEREIN SAFE, NONE OF TEN KEY LABS OR ANY OF ITS SERVICE PROVIDERS, LICENSORS, AGENTS, REPRESENTATIVES AND AFFILIATES REPRESENT, WARRANT, OR GUARANTEE THAT THE SERVICES, ANY CONTENT THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.