Terms of Use

Version 1.3. Last updated on: 18 October 2023

These terms of use (the “Terms”) are prepared by Programmable Equity OÜ (registry code 16320994, hereinafter “we” or “KOOS”).

We provide software and technology through our website www.koos.io and KOOS mobile application (the “KOOS Environment”) that helps companies and other organisations (the “Issuers”) to reserve and register virtual shares (the “Virtual Shares”) to pre-selected persons (the “Contributors"). The KOOS mobile application (the “Mobile Application”) is available for download from Apple App Store (iOS) and from Google Play Store (Android).

In KOOS Environment, the Contributors that comply with the conditions of the Terms of Virtual Shares (as defined below) can complete actions required by the Issuer to accept the Virtual Shares after which they will be registered in the virtual share register (“Register”) as the holders of respective Virtual Shares (“Virtual Shareholders”).

You are seeing these Terms because a certain Issuer has reserved certain Virtual Shares for you and asked us to give you access to KOOS Environment and the respective Register. Such access will be given to enable you to see certain information about the Virtual Shares, including the terms of respective Virtual Shares (“Terms of Virtual Shares”), and, upon compliance with the conditions therein, to accept such Virtual Shares and, if applicable, take certain further actions in the Register.

Issuers using KOOS Environment have previously also issued and registered tokens which represent various rights as specified in respective terms and conditions of such instruments. Although in these Terms we only use the term ‘virtual share’, they continue to apply also to our activities in relation to such tokens. Therefore, references to ‘virtual shares’ in these Terms refer also to ‘tokens’ unless the context requires otherwise.

In case these Terms are published also in a language other than English and there is any discrepancy or conflict between the English version and the version in other language, then the English language version shall prevail.

1. When making the KOOS Environment available to you, we act as a service provider to the Issuer. We act only for and in the interests of the Issuers without any duty or obligation to you.
2. All legal relationships relating to the Virtual Shares will be created directly between you and the Issuer. We are not acting as an Issuer, we are not a party to any legal relationships arising from Terms of Virtual Shares, and we have no responsibility for the fulfilment of any obligations arising from Terms of the Virtual Shares (except for the Virtual Shares issued by ourselves).
3. To use the KOOS Environment and have access to the Register(s), you need to have control over your e-mail account, mobile number and other log-in details, and in case of the Mobile Application, also over your mobile device, including passwords, codes and other authentication information. If you lose control over your e-mail account, mobile device, mobile number and/or access/log-in details, you may lose access to KOOS Environment and/or the Register as well as to any Virtual Shares reserved for you or registered in your name in the Register. You should inform us or the Issuer immediately if you get information about any breach of security or unauthorized use of your account in the KOOS Environment. You are responsible for all activities that occur while your login details are being used, regardless of whether such activity is authorized or undertaken by you, your representatives, or employees or a third party.
4. You must ensure that all information that you provide in KOOS Environment is current, complete and accurate, and update the information accordingly in case of any change. Also, if you post any information in KOOS Environment, e.g., make a comment, you may only post content that you own, have created, or that you have clear permission to publish. You may not post false, inaccurate, misleading, unlawful, obscene, defamatory, or libellous content in the KOOS Environment. We have the right in our sole discretion to refuse, edit, move, or remove any your content, that is submitted in or through the KOOS Environment, without any prior notice. We may also disclose information about your identity to any third party in connection with any claims made or proceedings initiated regarding your content.
5. You should not use KOOS Environment in a way that (a) is unlawful, unethical, deceptive, misleading or in conflict with industry practices (b) is harmful, threatening, defamatory, infringing, harassing or discriminatory (c) may infringe the intellectual property rights or other rights of any third party; You should not (a) use the KOOS Environment in any manner that could negatively affect other users from fully enjoying the KOOS Environment; (b) attempt to circumvent any content filtering techniques or security measures that we employ for KOOS Environment, or attempt to access any service or area of the KOOS Environment that you are not authorized to access; (c) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the KOOS Environment or to extract data; (d) use or attempt to use another account without authorization; (e) introduce any malware, virus or other harmful material into the KOOS Environment.
6. You acknowledge that we are a software company, we are not professional advisers in legal, tax, financial or accounting matters. Even if the Issuer has requested us to make (or we have otherwise made) available guidance on those aspects that may be relevant to Virtual Shares, such guidance should not be taken as an advice. You should always consult with professional tax/legal/financial advisors to fully understand any consequences of any Virtual Shares and actions relating to Virtual Shares.
7. You are granted a non-exclusive, revocable, non-sublicensable and non-transferable right (license) to access (including to download the Mobile Application) and use KOOS Environment for the purposes described above. To the fullest extent permitted under the applicable law, KOOS Environment is provided on an “as is” and “as available” basis. We may update, improve, or change KOOS Environment, including add and remove features, at any time.
8. You acknowledge that the Mobile Application may have less functionalities available when compared to the website version of the KOOS Environment. Also, the availability for downloading or using the Mobile Application may be restricted by us or the operator of the respective operation system based on your geographical location, the operating system version of the mobile device or other parameters.
9. You acknowledge that we and/or our licensors and/or cooperation partners own all intellectual property rights in KOOS Environment. You are not granted any intellectual property rights or other rights in respect of KOOS Environment.
10. Except as may be allowed by mandatory provisions of applicable law, you shall not (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of KOOS Environment by any means, or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of KOOS Environment.
11. Data controller of your personal data collected upon the use of KOOS Environment is the Issuer. For any personal data related requests and to see the privacy terms applicable in relation to Virtual Shares, please contact the Issuer.
12. We primarily actf as a data processor to the Issuer, and in some circumstances also as the data controller. Our privacy practices are described in more detail in our Privacy & Cookie Policy.
13. We may unilaterally amend these Terms in case (i) we improve, change, adapt or adjust the KOOS Environment, including add or remove any features or elements of the KOOS Environment or amend the operation of the Register, (ii) there is any change in our costs, expenses, risks and/or liabilities in relation to the KOOS Environment or the Register, including, without limitation, due to changes in laws and regulations and/or in the interpretation and application of the laws and regulations, and/or (iii) there are other objective reasons of whatsoever nature. If we make any such amendments, we shall notify you by providing you with an updated terms by e-mail, through the KOOS Environment or in any other manner accepted by you in the course of the use of the KOOS Environment.
14. We may also unilaterally amend these Terms on grounds not specified in Section 13. If we make any such amendments, we shall notify you in the same manner as provided in Section 13 at least 14 days in advance. If you do not agree with such amendments, you may terminate the agreement by notice in writing to us.
15. Please note that we may suspend the provision of your access to KOOS Environment without prior notice (a) upon the request from the Issuer (b) if you have materially breached these Terms or have not remedied any breach within the reasonable cure-period (c) we have a reasonable suspicion of fraud or inappropriate activity and/or (d) this is necessary to ensure the security of KOOS Environment and/or other users of the KOOS Environment. We may discontinue the availability of the Mobile Application at any time without prior notice.
16. Upon the cancellation, withdrawal or other termination of respective Virtual Shares related to you we have no obligation to retain your data. Please contact the Issuer if you wish to have any copies of your data after such termination.
17. The use of KOOS Environment shall be governed by Estonian laws.