Introduction
About us. We’re Remote Eagles Inc., dba Easop, a Delaware corporation with business address at 118 Bartol Street #1163, San Francisco, CA 94133, USA (We or Us or Our). We operate Our platform (Platform), supporting legal entities with their equity compensation management.
These Terms. These Terms of Service (Terms) set out the terms by which We provide Our customers with the Services detailed below. The legal entity and its Affiliates (You or Your) are ordering Our Services pursuant to an engagement letter signed with Us (Engagement Letter). By signing the Engagement Letter, You are entering into a legally binding contract with Us on the basis of these Terms.
Authority to act. You represent and warrant that any individual(s) or legal entities creating or operating Your account have the authority to bind You on Your behalf.
Updates. We will notify You of any changes to these Terms, which may be necessary to make updates to the Services, for legal or regulatory changes, or to prevent abuse or harm. If You continue to use any Services 30 days after notice of Update, You agree to the updated Terms. We will notify You if immediate Updates are needed for legal or compliance purposes.
Our Services. We offer the below Services under these Terms:
- Legal Workflows where We provide document automation and equity incentives plan management,
- Global Compliance where We provide You general information on the local tax and reporting obligations applicable to the equity award granted to Your team members on the Platform, and
You can find more information about additional services We offer on the Platform.
Precedence. The Engagement Letter takes precedence over these Terms only where they conflict. Your use of the Platform is subject to Our Platform Terms of Use (Terms of Use), which is incorporated into these Terms by reference. These Terms take precedence over the Terms of Use only where they conflict.
Our Services
Legal Workflows. On the Platform, We will:
- Provide You with access to analytics and data, team administration functionality, ESOP pool modeling, and additional features to assist with the completion of tasks relating to the management of the lifecycle of equity awards, and
- Provide You with the functionality to grant stock options and stock appreciation rights awards to Your grantees and generate personalized documentation.
Global Compliance. On the Platform, We will provide You with access to country-specific information on local tax and reporting obligations applicable to stock options and stock appreciation rights granted to Your direct employees, contractors and consultants (Country Guide).
Acknowledgment. The information provided in the Legal Workflows and Country Guides is presented for information purposes only and is not legal, tax, accounting, or financial advice. We make no representations, warranties, or guarantees, whether express or implied, that the information in the Country Guides is accurate and complete with regard to Your and Your grantees’ particular circumstances or tax outcomes.
General Terms
Fees
Invoice. You will pay us the fees described for each Service you subscribe for or purchase in accordance with the Engagement Letter (Fees). Fees payable by You for Services will be itemized in an invoice (Invoice). The price must, unless otherwise specified, be considered as expressed in dollar (USD).
Additional Fees. Invoices may include additional fees (such as, but not limited to, lawyers’ fees). Any additional fee must be pre-approved by You.
Changes in Fees. We may adjust Our fees each year and will provide You with at least 30 days’ notice in writing. Any reduction of Our fees will take effect immediately.
Payment terms
Invoices. We will invoice You for Fees by the 10th of each month. If any amounts were charged to You in error, You will be issued a credit on the following month’s initial Invoice. Invoices are due within 14 days of receipt. If any amounts properly charged to You are not paid within 15 days of the due date specified, We may charge interest on the unpaid amounts at 1.5% per month or the maximum rate permitted by law, whichever is lower.
Additional payment charges. If You pay by credit card, You will be billed an additional charge specified on the Platform. Any foreign exchange fees or payment processing fees applicable to Your payment will be charged at the exchange rate of Our accredited payment partners.
Confidentiality
Confidential Information. Confidential Information is all information relating to You or Us, and their businesses, products, finances, and affairs, in any media or form, that is marked as confidential or would reasonably be considered confidential. Confidential Information does not include information that:
- was already known to the recipient of the information (Receiver) at the time of disclosure by the party who has shared the information (Discloser),
- is subsequently disclosed to the Receiver without any obligations of confidentiality by a third party,
- is or becomes generally available to the public other than through any act or omission of You or Us in breach of these Terms, or
- is or was independently developed by the Receiver without the use of the Discloser’s Confidential Information.
Obligations. Each party agrees to:
- maintain the confidentiality of any Confidential Information shared by the other party,
- not disclose to any third party, copy, or modify Confidential Information without the owner’s prior written consent, and
- disclose Confidential Information: (i) only to employees, Affiliates, agents, subcontractors, vendors, and professional advisers on a need-to-know basis who are bound in writing to confidentiality obligations similar to these; or (ii) if necessary to comply with applicable laws or regulations, provided that the owner of Confidential Information has been notified before any disclosure has been made if legally allowed.
Maintaining confidentiality. On the termination of these Terms, each party, upon request by the other party, will destroy or return to the owner all Confidential Information it has in its possession. Your and Our confidentiality obligations will survive after the termination of these Terms.
Data protection
Representation with respect to data subjects. You represent and warrant that You have provided or will provide relevant data subjects with all notices and obtain from them all rights and consents necessary for the provision of data relating to these data subjects to Us, and the processing of such data by or on our behalf in the context of the subscription. As between You and Us, You are solely responsible for providing such notice and obtaining such consent.
Intellectual Property
Our Intellectual Property. We and Our licensors own, and will continue to own, all Intellectual Property Rights in and to: (i) all works, materials, data, processes, software, information, and other items (whether tangible or intangible) created, owned, licensed, or developed by or on behalf of Us or any third party that have not been created or developed specifically for You pursuant to Our Services; and (ii) the Platform, including any new or amended versions that We develop (together, Our Materials). We grant You a non-exclusive right to use the Our Materials solely to the extent necessary to allow You to use the Services and perform Your obligations under these Terms. We reserve all rights which have not been expressly granted or assigned to You under these Terms.
Intellectual Property Rights means ALL intellectual property rights of any kind, in any jurisdiction, existing now or in the future (such as rights in business, company or trade names, rights in domain names, patents, rights in and to inventions, utility models, copyrights and related rights (including rental and lending rights), database rights, design rights, rights in data, know-how and information, topography rights, trademarks, service marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and includes without limitation all extensions, renewals, rights to apply for or renew the registration and rights related to any lapsed application or registration, of such intellectual property rights.
Your Materials. You grant Us a non-exclusive right to use the data, information, or materials You provide to Us, along with Your Intellectual Property Rights (Your Materials) solely to the extent necessary to provide You with the Services and perform Our obligations under these Terms. You reserve all rights which have not been expressly granted or assigned to Us under these Terms. We agree that all Your Materials will remain Your property. You warrant that You have full authority and all necessary rights and licences to allow Us to use Your Materials, and that Our use of Your Materials does not and will not infringe any third party’s Intellectual Property Rights.
Indemnities
Our indemnities. We will indemnify, defend, and hold harmless You and Your employees, agents, directors, officers, and representatives against any third party claims, including all losses, damages, liabilities, costs, and reasonable legal fees, to the extent they are due to a breach of Our obligations, warranties, or responsibilities under these Terms.
Liability
Liability we can’t exclude. Neither party’s liability is excluded for fraud, death, or personal injury caused by negligence, or anything else which cannot be excluded by law.
Exclusions. Neither party is liable for any indirect or consequential losses of any kind, whether or not a party was advised of the possibility of such loss.
Limitation on liability. Except for Indemnities, any Fees, and Your failure to pay Us any amounts owed, each party’s total liability under these Terms is limited to the total amount of Fees paid or payable in the 12-month period prior to the claim arising.
Term and termination
Duration. These Terms will commence on the date You receive access to the Platform and continue for 30 days or 12 months as provided in the Engagement Letter (Initial Term), unless terminated earlier pursuant to these Terms. After the Initial Term, these Terms will automatically renew for additional periods equivalent to the Initial Term (each a Renewal Term and together with the Initial Term, the Term), unless otherwise terminated under these Terms.
Terminating for any reason. Either party may terminate these Terms and any agreements thereunder for any reason by providing at least 30 days’ prior written notice.
Terminating for cause. Either party may immediately terminate these Terms and any agreements thereunder by written notice if You or We:
- materially breaches these Terms and are unable to cure the breach within 15 days of receiving notice about the breach,
- become subject to insolvency, bankruptcy, or other similar event, or
- engage in illegal activities or reprehensible conduct that may negatively impact Your or Our public image.
Other important terms
Entire agreement. These Terms are the entire agreement between You and Us. Anything outside of these Terms, such as discussions or other agreements not expressly mentioned in these Terms, is superseded by these Terms where a conflict arises.
Notices. Any legal notices sent under these Terms to:
- Us - will be in writing to legal@easop.com and equity-support@remote.com or to Our address set out above,
- You - will be in writing to the email or address listed on Your account on the Platform.
Marketing. We may publish Your name and logo on Our website as Our customer, publish marketing materials about Our provision of Services to You, or use You as a reference for the press or Our prospective customers, unless You notify us otherwise in writing.
Force majeure. We will not be liable or in breach of these Terms for any delays or failures in Our performance that result from an event beyond Our reasonable control. If this type of event occurs, We will promptly notify You, provide information regarding the delay, and make all reasonable efforts to resume performance as soon as possible.
No waiver. No delay or failure of either party to exercise any right or remedy available to them under these Terms will prevent the future exercise of any such right or remedy.
Assignment. Neither You nor We may assign any of the rights or duties under these Terms without the prior written consent of the other, except to a successor.
Invalidity. If any provision of these Terms is held to be illegal, invalid, or unenforceable, that provision is agreed to have effect to the extent possible to reflect its original intent. The remainder of these Terms will remain valid and enforceable.
Survival. Any provisions in these Terms which are intended to remain in force on or after the expiry of these Terms, will continue to remain in full force.
Dispute resolution. If a dispute arises that cannot be resolved within 30 days, then We and You will attempt to settle the dispute through mediation under the International Chamber of Commerce’s Commercial Mediation Procedures within 90 days. If the dispute remains unresolved, We and You will settle it via arbitration by the International Chamber of Commerce under its Commercial Arbitration Rules. If possible, the mediation or arbitration shall be conducted remotely, in English, using secure video conferencing. Any arbitration or mediation shall be confidential. If any disputes cannot be solved through the dispute resolution procedures set out above, a dispute may be brought in the country listed on Your account, or any country in which You are legally registered.
Governing law and jurisdiction. Disputes for unpaid fees brought in the United States of America are governed by the laws of the State of California, without regard to conflict of law principles. All other disputes under these Terms are governed by the laws of England and Wales.