Privacy & Terms

Terms of Use

Date of Last Revision: March 1, 2024

Fidelity Private Shares LLC (“Fidelity Private Shares,” “we,” “us,” “our”) publishes websites, and provides a platform, accessed at https://app.shoobx.com or any successor url (the “Platform”), for the efficient management of standard corporate workflows (collectively, the “Sites”). The application, products and services, including any workflows, document processing, reporting, and Content (as defined below), offered on or through the Sites, or customer support made available by us, are referred to collectively as the “Services”. Each corporation identified in your account on the Platform that is related to your use of the Services is referred to as the “Client.” When you create an account on the Platform, it is because the Client has chosen to use our Services. The following terms and conditions (as amended from time to time, the “Terms of Use”) govern your access to and use of the Sites or Services and forms a binding contract between you and Fidelity Private Shares. If you access or use the Services on behalf of a Client, company, organization, or other entity, then (a) “you” and “your” other than in this sentence, also refers to that entity, (b) you represent and warrant that you are a representative of that entity with the authority to bind it to these Terms of Use, and (c) you agree to these Terms of Use on that entity's behalf.

We reserve the right, at our sole discretion, to change, revise, add/or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the revised Terms of Use and will indicate at the top the date these terms were last revised. Your continued use of the Sites or Services after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these Terms of Use, do not use or access (or continue to use or access) the Sites or the Services. It is your responsibility to regularly visit this page to review the current Terms of Use so that you are aware of the terms to which you are bound.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

No Legal or Other Professional Advice

By accessing or using the Services, you acknowledge, and agree that Fidelity Private Shares does not provide any legal, tax, investment, or other professional advice. Fidelity Private Shares does not purport to be and is not registered as a broker-dealer, and is not a law firm or an attorney. We strongly recommend that you consult with legal, tax, investment, and other professionals in connection with use of the Services; particularly as such use pertains to compliance with applicable federal, state, and other jurisdictions’ employment, tax, and/or securities laws and regulations. Fidelity Private Shares is not obligated to determine and makes no representation as to whether any transactions involving the Client’s securities comply with applicable securities laws and regulations.

Fidelity Private Shares does not represent or guarantee that the Services are accurate, complete, up-to-date, enforceable, or compliant with applicable law. Laws vary among jurisdictions; they change from time to time, and their application may be fact-specific, so the Services may not reflect the legal needs of your particular circumstances. You agree that you, and not Fidelity Private Shares, must review, evaluate and bear all risks associated with the use of the Services and of any information, text, data, documents, agreements, instructions, messages, or other materials that are (a) made available or provided through the Services by us (“Content”), (b) uploaded, inputted, posted, published, displayed, emailed or otherwise transmitted, or maintained (hereinafter, “posted”), or used by you, or at your direction via the Services (“User Content”); or (c) posted by third parties or other users on or through the Services (“Third-Party Content”), including any reliance on the accuracy, legality, appropriateness, completeness, or usefulness of any such content. You are responsible for informing yourself of the laws and regulations applicable to your jurisdiction and for complying with them. You remain responsible for monitoring and executing any applicable compliance related obligations you may have. Compliance with deadlines or legal requirements, whether or not referenced or communicated between us, is always your sole responsibility.

Access to the Services

Your User Account and Password

You are required to register with the Platform as a user and to create an account to access and use the Services. You will register with the Platform as a single natural person. You are required to keep the information in your account accurate and up-to-date. You are responsible for maintaining the confidentiality of your password and account, and for all activities that occur under your password or account. Your login credentials may not be shared. You agree to immediately notify us and the Client of any unauthorized access to, or use of, your password or account.

Prohibited Users

You are not authorized to register with the Platform or use the Services if you are (i) under 18 years of age, or (ii) located in, or a national, resident or associated with the government of, any country that is subject to U.S. trade sanctions, or on any U.S. prohibited party list or acting on behalf of or owned or controlled by any person or entity on any such list.

Consent to Electronic Delivery and Electronic Signatures

You agree to receive, and/or submit written notices or disclosures electronically from or to the Client and/or Fidelity Private Shares through the Services (“Electronic Communications”). Electronic Communications include, but are not limited to, any notices and/or disclosures that various federal and/or state laws or regulations require that the Client and/or Fidelity Private Shares provide to you, as well as such other documents, statements, data, notices, records and any other communications regarding your relationship with the Client and/or Fidelity Private Shares. You also agree that such Electronic Communications are reasonable and fully satisfy any legal requirement that you be provided with a notice or disclosure in writing or in a form that you can retain. You specifically agree that each time you sign agreements using the Services, you affirmatively consent to conduct transactions electronically and to using electronic signatures for such agreements (such consent together with the consent to receive and/or submit Electronic Communications, is referred to as “E-Consent”).

You acknowledge that you have the ability to download and/or print all Electronic Communications that you receive through the Services, and that you can download and/or print all agreements you executed within the Services (“My Documents”) at any time so long as you have an account on the Platform. You agree that Fidelity Private Shares has no obligation to provide or make available on paper or in nonelectronic form any agreements or Electronic Communications that you receive or sign through the Services, and that the Client is solely responsible for providing any such documents in paper or nonelectronic format on terms as determined by the Client.

You have the right to withdraw your E-Consent. However, you acknowledge that we may, without notice, restrict or terminate your access to the Services if you withdraw your E-Consent. If you wish to withdraw your E-Consent contact us at support.fps@fidelity.com and notify the Client. Any decision to withdraw your E-Consent does not have any effect on the legality of agreements that you previously signed, or Electronic Communications that you previously received or submitted through the Services.

Technical Requirements

You must have a current, valid email address to use the Services, and it is your responsibility to check your email regularly for Electronic Communications. We will send emails to users and those individuals invited by you to join the Platform. You cannot opt out of workflow or billing related emails if you have an active account on the Platform because such emails are part of the Services provided to the Client. If you wish to opt out of such emails, you need to close your account with us. To use the Services you will also need an internet connection, up-to-date internet browser, and a pdf file viewer, such as Adobe Reader 9.0 or above.

Instructions, Authorization and Accuracy

You unconditionally and irrevocably authorize us to rely on your User Content and/or act on your instructions or those of any other person you properly authorize to act on the Client’s behalf (“Authorized Company Representative”) in providing the Services. When acting as an Authorized Company Representative, you agree that you are authorized and have the requisite permission to input information which includes User Content, and take certain actions using the Services relating to the Client, and to its permitted users (e.g., employees, prospective employees, directors, stockholders, investors, advisors, and other constituents of the Client). You, and not Fidelity Private Shares, are responsible for the accuracy or completeness of any information or instructions you provide to us. When acting as an Authorized Company Representative, you agree that you have the ability to configure, add, change or terminate a permitted user’s access to the Client’s information on the Platform, and that irrespective of such access configuration, such user will have continued access to his/her/its own documentation and information in his/her/its own account.

Modifications to Services and/or Content

Fidelity Private Shares may in its sole discretion and at any time modify, discontinue, impose limits on, and/or temporarily or permanently restrict access to the Services (or any part thereof), or move, remove or delete any Content, User Content, or Third-Party Content, with or without notice. You agree that Fidelity Private Shares shall not be liable to you or to any third party for any modification, suspension, discontinuance, or restriction of or limitation imposed on the Services (or of any part), or for any movement, removal, or deletion of any Content, User Content, or Third-Party Content, regardless of the reason. You understand that the technical processing and transmission of the Services and your User Content may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements.

Conditions of Use

User Conduct

You agree that you are solely responsible for your User Content and your use of the Sites or Services. The list below are examples of the kind of User Content and/or use of the Sites or Services that are illegal or prohibited by Fidelity Private Shares. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this provision, including (without limitation) removing the offending User Content from the Services, notifying the Client, suspending or closing your account on the Platform, and/or reporting you to law-enforcement authorities. You agree not to contribute any User Consent, visit the Sites, or use the Services in a manner that:

1. is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or otherwise objectionable in our sole judgment;
2. violates any law, or regulations having the force of law, including but not limited to, export and re-export control laws and regulations;
3. violates the legal rights of any person or entity, including but not limited to, privacy or intellectual property rights;
4. impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity, including but not limited to electronically signing an agreement on behalf of an entity when you are not authorized to do so;
5. contains information that you are not authorized to provide or use, or that you know is incorrect;
6. contains any code or virus designed to disable, damage, erase, delay, or otherwise shut down all or any portion of the Sites or Services;
7. harvests, scrapes or uses similar data gathering or extraction methods or tools;
8. advertises or offers to sell or buy any goods or services for any business purpose that is not specifically authorized;
9. interferes, attempts to interfere with, or disrupts the proper functioning or security of the Sites or Services, the servers or networks connected to the Sites or Services, or any other person’s or entity’s use of the Sites or Services;
10. reverse engineers, attempts to discover any source code relating to, or creates derivative works based on, the Services; or
11. obtains or attempts to access or otherwise obtain any materials or information through any means or for purposes not intentionally made available or provided for through the Services, including but not limited to, for purposes of competitive intelligence.

Privacy and Information Security

Fidelity Private Shares processes Personal Data (as defined in the Privacy Statement) on the Client’s behalf and in so doing, will only act on the Client’s instructions, unless such processing is required by laws that are applicable to us, or such processing otherwise complies with the Privacy Statement. The Client is solely responsible for establishing policies for and ensuring compliance with all applicable laws and regulations, including those relating to the collection of Personal Data, in connection with the use of our Services by the Client or its users. By virtue of being ISO 27001 and ISO 27018 certified, the Platform is subject to independently audited compliance on standards for information security and the protection of Personal Data. Our Security Statement provides more detail on the physical, administrative and organizational measures we have implemented for information security. If we become aware of any security concerns regarding your account, you will reasonably assist us in an investigation of such concerns. In the event of a data breach, Fidelity Private Shares will issue breach notifications to the Client as required under applicable law.

Subprocessors

Fidelity Private Shares maintains a list of the non-affiliated third-party service providers (“Subprocessors”) engaged by us to carry out specific processing activities of Personal Data. If you are an Authorized Company Representative, you authorize us to retain the Subprocessors to fulfill our contractual obligations or to provide certain services on our behalf. At least 30 days before we engage any new Subprocessor to carry out specific data Personal Data processing, we will update the listing of Subprocessors on our Sites.

Confidentiality

The Client and Fidelity Private Shares (each as a “Discloser”) may each provide to the other (as a “Recipient”) certain confidential and proprietary business information that the Discloser desires to be treated as confidential (“Confidential Information”). Confidential Information includes (a) for Fidelity Private Shares, information and data related to the Services, including Content, (b) for Client, its User Content, (c) and information that the Discloser identifies as confidential at the time of disclosure or that the Recipient knows or should reasonably know is confidential. Confidential Information does not include information that (i) is or becomes publicly available other than through wrongful acts or omissions of the Recipient; (ii) is already known by the Recipient at the time of disclosure; (iii) is disclosed in good faith to the Recipient on a non-confidential basis by a third party having a lawful right to do so; or (iv) is independently developed by the Recipient or its Affiliates without reference to or use of the Discloser’s Confidential Information. For purposes of these Terms of Use, “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with either you or Fidelity Private Shares, as applicable.

The Recipient shall maintain the confidentiality of the Discloser’s Confidential Information using at least the degree of care it uses to maintain the confidentiality of its own confidential information of a similar nature. The Recipient may use, disclose and otherwise process the Discloser’s Confidential Information to Recipient’s employees, Affiliates, permissible assigns, contractors, subcontractors, including our Subprocessors, advisors, and agents, in each case (i) only to the extent reasonably necessary to perform its obligations, maintain or improve the Services, or enforce its rights under these Terms of Use and (ii) provided the Recipient has enforceable agreements requiring any such third-party to maintain the confidentiality of such information and is responsible if they fail to do so. Notwithstanding the foregoing, the Client agrees that Fidelity Private Shares and its Affiliates may (i) access and use Client’s Confidential Information to offer, provide and manage other services provided to Client, or as otherwise authorized under these Terms of Use, and (ii) use the results and output from Client’s use of the Services to modify and improve the Platform or Services provided that the identity of the Client is not disclosed or identifiable in any such modifications or improvements. Except as otherwise permitted under these Terms of Use, the Recipient shall not use or disclose the Discloser’s Confidential Information to any third party. Confidential Information will always remain the property of its owner.

If the Recipient is required by law to disclose the Discloser’s Confidential Information it shall promptly notify the Discloser before making the disclosure, unless it is prohibited from doing so, and shall thereafter disclose only the minimum portion of the Discloser’s Confidential Information that is required to be disclosed.

Third-Party Services

You may decide to purchase certain third-party services through the Service (“Third-Party Services”). In connection with such purchase, you authorize Fidelity Private Shares to share data, including Personal Data, to the extent necessary to provide or deliver the Third-Party Services. Use of any Third-Party Services is entirely at your discretion, and you agree that the Third-Party Services provider, and not Fidelity Private Shares, is solely responsible for the performance of the Third-Party Services. You should review the privacy policy or policies applicable to such Third-Party Services prior to purchasing them. We are not responsible for any third party’s use of any data when accessed in connection with any Third-Party Services. Any comments or feedback that you provide to us relating to the Third-Party Services, may be shared with the applicable Third-Party Services provider.

Third-Party Content and Hyperlinks

As part of the Services or on our Sites, you may have access to links to other sites and resources on the Internet (“Hyperlinked Sites”) and/or to Third-Party Content. Fidelity Private Shares does not pre-screen, monitor, endorse or check the accuracy or completeness of Hyperlinked Sites or Third-Party Content, and we have no control over or input into them. You agree that Fidelity Private Shares shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Hyperlinked Sites or Third-Party Content.

Fees, Billing and Payment

You acknowledge that Fidelity Private Shares charges a fee for certain features of the Services. Other than pricing terms contained in a particular invoice or pricing agreement issued by us to the Client, we reserve the right to change our fees from time to time without notice. If you decide to use the features of the Services that incur a fee or other charge, you agree to the terms of sale applicable to such fees or charges, as reflected in the applicable invoice, order form or pricing agreement, which are deemed part of these Terms. You acknowledge that the pricing for certain features of the Services may vary depending on the users associated with the Client, or other factors, such as the number of securityholders in the Client’s capitalization table. Fees paid by the Client may be subject to additional terms that we will notify you of prior to their application. The Client’s billing contact and stored credit card are to be maintained in the Administration Workspace/General Settings/Billing Settings section of your account.

If the Client obtains a subscription to the Services, the terms of such subscription will be reflected in the applicable invoice. Subscriptions to the Services will automatically renew at the end of the initial subscription term, and we will provide advance written notice to the Client of the terms of such renewal. Fidelity Private Shares will charge the subscription fee for a renewal to the credit card stored in the Client’s account on the applicable renewal date, unless the Client provides notice to support.fps@fidelity.com at least 10 days prior to such renewal, indicating that it wishes to terminate its subscription. If payment for the subscription is not received by us within 30 days of the due date on our invoice, we may immediately cancel the Client’s subscription and suspend your access to our Services. If Fidelity Private Shares or you suspend or close your account for any reason, you will not be entitled to a refund of any unused portion of fees or payments (if any). All fees or charges, including subscription fees and fees paid for any Third-Party Services, are nonrefundable.

Client shall pay all applicable taxes (including sales or use taxes), or other similar levies arising from use of the Services, except taxes based on Fidelity Private Shares’ income, revenue, gross receipts, and employment-related taxes. Fidelity Private Shares is responsible for calculating, collecting, and remitting any applicable sales tax obligations, or other similar taxes, resulting from the Services if we are required by law to do so. Taxes are in addition to fees and are calculated based on the billing address provided by the Client. Client will present valid exemption documentation prior to billing if sales tax should be removed.

Intellectual Property and Rights to Use

Proprietary Content

You acknowledge and agree that the Sites, Content, and the technology underlying the Services are protected by copyright, patent, trademark, trade secret, and/or other proprietary rights and laws. Fidelity Private Shares retains ownership of all intellectual property rights of any kind related to the Sites and Services. Subject to these Terms of Use, you are granted a limited, revocable, non-exclusive and non-transferable right to access and use the Sites and Services for your personal use and/or internal business purposes. Such license terminates upon any breach of these Terms of Use. Any rights not expressly granted herein are reserved by Fidelity Private Shares. Other company, product, and service names and logos used and displayed on the Sites may be trademarks or service marks of their respective owners, who may or may not be affiliated with or connected to Fidelity Private Shares, and such owners retain ownership of all intellectual property rights of any kind related to such marks.

User Content

You agree that when you provide User Content through the Services, you grant Fidelity Private Shares a non-exclusive, royalty-free, fully paid, and transferable right to access and use your User Content to provide, maintain or improve the Services. You also authorize us to obtain and use information related to your use of the Services or other information related to you that may be maintained by us or any of our Affiliates, including without limitation information related to your accounts that we or any Affiliate may obtain in connection with providing services to you or through the Client. Subject to our Privacy Statement, we may use such information for any purpose not prohibited by law, such as in the provision of enhanced or integrated services or more personalized communications.

Feedback

You acknowledge and agree that any questions, comments, suggestions, reviews, ideas, feedback, or other information about the Sites or the Services (collectively, “Feedback”), provided by you to Fidelity Private Shares, may be used or disseminated by us for any purpose, commercial or otherwise, without acknowledgment, notice or compensation to you. Fidelity Private Shares retains all right, title, interest, and ownership of all information, software, plans, inventions, provisional and non-provisional patents, trade secrets, and other intellectual property that it develops in connection with any Feedback.

Copyright Complaints

The Sites are protected by applicable copyright laws. Accordingly, you may not copy, distribute, modify, post or frame-on the Sites, including any text, graphics, video, audio, software code, user interface design or logos.

If you believe that your work has been copied on our Sites in a way that constitutes copyright infringement, please provide us with the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
• A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are the subject of a single notice, a representative list of such works;
• An identification of the allegedly infringing material, and a description of where that material is located on the Sites;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that use of the disputed material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the information you provide in your notice is accurate and that you are the owner of the allegedly infringed copyright, or that you are authorized to act on behalf of the copyright owner.

Our agent for Notice of claims of copyright infringement can be reached as follows: By mail: Fidelity Private Shares LLC, 245 Summer Street, Boston, MA 02210 Attention: Tanya Courcey, Legal Department, By phone: (617) 563-9840, or By email: CopyrightClaim@fmr.com.

Account Suspension or Closure

You agree that Fidelity Private Shares, in its sole discretion, may suspend or close your account (or any part thereof) for any reason, including, without limitation, for lack of use, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Use, or if the Client instructs us to do so. You agree that any suspension or closure of your account under these Terms of Use may be effected without prior notice. Notwithstanding the foregoing, Fidelity Private Shares shall provide you with a reasonable opportunity to download files in your account in connection with (i) any closure of your account, or (ii) if the Client’s account is to be deleted from the Platform. Further, you agree that Fidelity Private Shares shall not be liable to you or any third party for any suspension or closure of your account. You may also request the suspension or closure of your account on the Platform by contacting us at support.fps@fidelity.com and notifying the Client. You acknowledge that the suspension or closure of your account while the Client continues to use the Services, may cause a delay in the Client’s ability to process certain transactions with you.

Indemnity

You agree to indemnify, and hold Fidelity Private Shares and its officers, directors, employees, agents, or Affiliates harmless from any and all losses, damages, expenses (including reasonable attorneys’ fees), rights, claims, actions of any kind, and injury arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms of Use, or your violation of any rights of another.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FIDELITY PRIVATE SHARES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

FIDELITY PRIVATE SHARES MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO OR OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, CONTENT, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED, USED, OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR BE APPROPRIATE FOR YOUR PARTICULAR CIRCUMSTANCES.

ANY CONTENT DOWNLOADED, USED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR EQUIPMENT, COMPUTER VIRUSES OR LOSS OF DATA, THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT, OR FROM USE OF THE SERVICES. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FIDELITY PRIVATE SHARES OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER FIDELITY PRIVATE SHARES NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE OR ACCESS THE SERVICES OR THE SITES FOR ANY REASON; (II) COSTS RELATING TO SERVICES SOUGHT, PURCHASED, OR RECEIVED, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT, USER CONTENT, OR DATA; (IV) UNAVAILABILITY OR INSECURITY OF TELECOMMUNICATION SERVICES, INCLUDING THEIR INTERCEPTION OR INTERRUPTION; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY OR OTHER USER ON THE SERVICES; (VI) THE USE OF OR RELIANCE ON CONTENT, USER CONTENT, AND/OR THIRD-PARTY CONTENT; (VII) ANY LIABILITY, INCLUDING FINES AND PENALTIES, THAT MAY BE IMPOSED UPON YOU BY THIRD PARTIES, (VIII) YOUR FAILURE TO COMPLY WITH THESE TERMS OF USE; (IX) ANY LIABILITY IMPOSED ON YOU BASED ON APPLICABLE DATA PROTECTION OR PRIVACY LAWS; OR (X) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT SHALL FIDELITY PRIVATE SHARES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE GREATER OF (A) FIVE THOUSAND DOLLARS ($5000) OR (B) THE AMOUNT PAID BY YOU TO FIDELITY PRIVATE SHARES FOR THE SERVICES DURING THE PRECEDING 12 MONTHS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Dispute Resolution

Arbitration Agreement

Agreement to Arbitrate. You and Fidelity Private Shares agree that any dispute arising out of or relating to these Terms, the Services, or any aspect of the relationship between you and Fidelity Private Shares, (“Dispute”) shall be referred to and resolved by confidential binding arbitration administered by the American Arbitration Association (“AAA”) using the then-current Commercial Arbitration Rules (“AAA Commercial Rules”), except as modified by this arbitration agreement or as otherwise agreed to by you and us. The AAA Commercial Rules and instructions on how to commence an arbitration can be found on the AAA’s website (www.adr.org). The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA Commercial Rules (the “Arbitrator”). The arbitration hearing shall be held in Boston, Massachusetts and the Arbitrator will issue a confidential award which will be final and binding in your arbitration only.

Costs and Expenses. You and Fidelity Private Shares agree to equally share the costs of any arbitration and that such costs shall exclude your and our legal fees and expenses.

Class Action and Jury Waiver. The Arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s claim. You and Fidelity Private Shares agree that each may bring a Dispute against the other only in your or its individual capacity, and not as a plaintiff or class member in any class, collective, group, or representative proceeding. Except as set forth below, no arbitration may proceed on a class, collective, group, or representative basis unless you and Fidelity Private Shares agree in writing. You and Fidelity Private Shares also agree that each are waiving the right to a trial by jury and to participate in a class action with respect to any Dispute.

Delegation. You and Fidelity Private Shares agree to arbitrate any Dispute with respect to the AAA’s jurisdiction, including any Dispute with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Dispute.

Governing Law

These Terms of Use and any Dispute shall be solely and exclusively governed, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

Timeframe to Bring a Dispute

You and Fidelity Private Shares agree that, regardless of any statute or law to the contrary, any Dispute must be raised by initiating an arbitration within one year after the Dispute arose or be permanently barred from asserting the Dispute in any arbitration or other proceeding.

Disputes Between Users

You agree that you are solely responsible for your interactions with any other user of the Services. Fidelity Private Shares reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services. You release Fidelity Private Shares and its officers, directors, employees, agents or Affiliates from any claims arising out of or in any way connected with such disputes and/or our involvement therein. You expressly waive the protection of California Civil Code §1542 (or any similar law of any jurisdiction that may apply), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

General

These Terms of Use, together with our Privacy Statement constitute the complete agreement between Fidelity Private Shares and you with respect to the subject matter contained herein and supersede all prior oral or written understandings, communications, or agreements not specifically incorporated herein. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services or Third-Party Content or any other services offered by Fidelity Private Shares. The failure of Fidelity Private Shares to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

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© 2024 FMR LLC. All rights reserved.

Security Statement

Date of Last Revision: March 1, 2024

Our customers trust Fidelity Private Shares with their most important corporate information. Keeping that data protected from theft or other unauthorized use is a key objective of our Information Security Management System.

Fidelity Private Shares utilizes both procedural and technical safeguards to protect your data.

• System and application access is granted based on the concepts of least privilege and separation of duties, and will be limited to those with a business need.
• All persons authorized by Fidelity Private Shares to process sensitive data are under an appropriate contractual obligation of confidentiality.
• Encryption is provided through commercial grade, industry-standard cryptographic algorithms (e.g., Advanced Encryption Standard (AES) 256, Transport Layer Security (TLS) 1.2+), protocols, and key strengths.
• Encryption keys will be managed appropriately, including storage of keys in a separate location from the data they are encrypting and implementation of access controls that restrict access to keys.
• All documents are stored with an AES (CBC mode) cipher with a 256-bit encryption key.
• The hosting facility holds industry-standard certifications and reports such as SOC 1 SOC 2, ISO 27001, ISO 27701, ISO 27017, ISO 27018 and ISO 22301.
• Optional two-factor authentication provides additional protection to user accounts.
• Fidelity Private Shares and its systems are Massachusetts 201 CMR 17 compliant.
• All generated and signed PDFs are digitally signed using Adobe Certified Document Services (CDS) to prohibit any modification of the documents after execution. The certificate is signed by GlobalSign Root Certificate Authority.
• A highly secured log server protects against undetected access and modification.
• Logs of all activity in our Platform are retained for a period of at least 90 days and only personnel of Fidelity Private Shares can view such logs.
• Application and network firewalls, as well as a tightly controlled VPN, minimize publicly available attack vectors.
• An enterprise-level directory service ensures consistent application of access rights policies.
• All data is backed up multiple times a day and files are geographically distributed.
• Backups of data that have been deleted from your account on our Platform may persist for up to 91 days, are capable of being restored, and will not be fully removed, until 92 days after a deletion request has been processed. This removal of data will be accomplished by removing the data from, and having the data overwritten on, the servers of Fidelity Private Shares’ hosting provider, after which time it is no longer recoverable.
• User sessions time out after inactivity to avoid unauthorized access to a user's data.
• Personal entry pages (dashboards) hide any sensitive data and require explicit action to access the data.
• Every employee of Fidelity Private Shares undergoes a background check.

Fidelity Private Shares is deeply committed to its information security practices and has attained ISO 27001 and ISO 27018 certification. This process has encoded our practices into enterprise-level policies and procedures which are managed by the Fidelity Private Shares Information Security Management Committee.

Taking into account (a) the costs of implementation and the nature, scope, context, and purposes of data processing performed by Fidelity Private Shares, and (b) the risks of varying likelihood and severity to the rights and freedoms of natural persons, Fidelity Private Shares has implemented appropriate technical and organizational measures for a level of security appropriate to those risks. As appropriate, these include measures referenced in applicable data protection or privacy laws, and measures taken to mitigate the risk of a breach of personal data. Nevertheless, given the nature of communications and information processing technology, Fidelity Private Shares cannot guarantee that data (transiting the Internet, stored on our systems, or otherwise processed by us) will be absolutely safe from intrusion by others.

To report a potential vulnerability or security concern, please email us at privacyfps@fidelity.com.

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© 2024 FMR LLC. All rights reserved.

Subprocessors

Date of Last Revision: June 28, 2024
Effective Date: July 28, 2024

The following are the non-affiliated third-party Subprocessors used by Fidelity Private Shares to carry out specific Personal Data processing activities on behalf of its Clients:

Subprocessor	Purpose	Entity Country	Website
Amazon Web Services, Inc.	Cloud-based services	USA	https://aws.amazon.com/
Calendly LLC	Meeting scheduling automation	USA	https://calendly.com/
Equifax Inc.	Office of Foreign Assets Control (OFAC) screening	USA	https://www.equifax.com/
Global Relay Communications Inc.	Support ticket archiving	USA	https://www.globalrelay.com/
Hubspot, Inc.	Customer Relationship Management (CRM) Platform	USA	https://www.hubspot.com/
Microsoft Azure	Cloud-based services	USA	https://www.microsoft.com/
Salesforce, Inc.	Customer Relationship Management (CRM) Platform	USA	https://salesforce.com/
Socure Inc.	ID proofing and/or fraud prevention services	USA	https://www.socure.com/
Stripe Inc.	Cloud-based credit card processor	USA	https://stripe.com/
Twilio Inc.	Text message verification and product email provider	USA	https://www.twilio.com/
Zendesk, Inc.	Cloud-based customer support services	USA	https://www.zendesk.com/

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© 2024 FMR LLC. All rights reserved.