Private markets saw a sharp slowdown in secondary trading as bid-ask spreads widened in the face of macro uncertainties. Ticket volume grew through 2022, suggesting that buyer and seller interest was not the principal factor constraining trading volumes. Instead, ZX’s average bid-ask spread tripled from January to August as investors quickly adjusted bid pricing to reflect public equities multiples but sellers were largely unwilling to break on pricing expectations anchored to 2020 and 2021 primary financings. These trends started to reverse in Q4, with the average bid-ask spread narrowing more than 30% from the August highs as seller pricing expectations fell more in line with buyer sentiment.
Zanbato’s equal-weighted index tracks secondary market performance of ZX’s most actively traded companies, providing additional insight into the divergence and subsequent convergence of private secondary pricing to public comps. Consistent with the bid-ask spread data above, private markets were slow to react to falling public markets through the first half of the year. However, pricing quickly converged with public comps thereafter, closing the year down 60%. Notably, the 60% drop reflected performance closer in line with an index of recent IPOs than broader tech markets.
In 2022, certain investors started to differentiate their internal marks on common vs. preferred stock holdings, marking late stage preferred positions on average 10% higher than common stock positions. This suggests institutional investors are increasingly probability-weighting downside exit scenarios in which late stage preferred stock could potentially accrue a significantly higher payout than common stock.
Heat Map of ZX Index Value YoY change
The heat map above depicts the annual secondary market performance of the 50 most actively traded private companies as tracked by their ZX Index Values. While performance varied widely across these companies, the average 50% decline reflected the broad-based weakness seen through private markets in the back half of the year. Notably, these declines in secondary market pricing were in most cases much steeper than the price declines relative to companies’ last rounds of financing, as seen below in the table comparing each company’s ZX Index Value at the end of 2022 to the price of its most recent financing. This was due to secondary markets routinely trading at premiums to last round pricing in 2021, as significant demand from oversubscribed financings frequently spilled into secondary markets. In normalized market environments the opposite is typically true, with secondaries trading at discounts to last round pricing.
In addition, we continue to see a significant variance between institutional fund marks and secondary market prices. The dollar-weighted average mark differs from the ZX Index Value by more than 5% for about 90% of the 50 most actively traded private companies on ZX. We expect this discrepancy to narrow going into 2023, as more funds and valuation agents look to incorporate secondary prices in their valuation process.
|Companies||DEC’22||LR Pricing||Chg vs. LR|
|Farmers Business Network||$36.98||$62.16||-40.51%|
|Companies||DEC’22||Latest mark||Chg vs. mark|
|Farmers Business Network||$36.98||$52.01||-28.90%|
To learn more about ZXData, the leading market data provider on private companies, reach us at firstname.lastname@example.org
This report is provided for informational purposes only and does not constitute a recommendation or solicitation to buy or sell any financial instrument or to participate in any trading strategy and should not be construed as such. The values shown in this report are not indicative price quotations. This report does not constitute investment advice, nor does this report constitute a "research report" as defined by FINRA Rule 2241 or a "debt research report" as defined by FINRA Rule 2242.
The ZXData and the information contained in this report, some of which have been obtained from third-party sources, are provided on an "as is" basis and the user of this information assumes the entire risk of any use made of this information. Neither Zanbato Inc. (“Zanbato”) nor its affiliates guarantee the accuracy or completeness of the data contained in this report, or its computation and compilation.
The ZXData and this report constitute Zanbato’s valuable intellectual property. You are expressly prohibited from copying, modifying, transmitting or redistributing the ZXData or this report without Zanbato’s prior written consent.
Zanbato, Inc. and its affiliates (collectively, “Zanbato”) provide services that help users engage in private securities transactions efficiently, securely, and lawfully. Although our services mainly process information concerning legal entities, we also sometimes have to handle information about natural persons like yourself. To that end, personal information collected by Zanbato is used solely for providing the services for which you have engaged Zanbato.
We use this data to identify usage patterns and improve our site’s design. In this context, your IP address is used purely as a geographic indicator assigned to an anonymous user. As long as you aren’t signed in, we can’t link this information back to you as an individual.
We do not knowingly collect personal information from minors without proper consent from a parent or legal guardian. If you believe that we may have collected personal information from a minor without the requisite consent, please contact us at email@example.com.
The ZX ATS is the Alternative Trading System platform located at zx.zanbato.com, and ZXData is the data platform located at zxdata.zanbato.com. These services (collectively, “ZX”) are only accessible by secure login to users authorized by Zanbato staff. To use ZX, we need to collect and process some of your personal information for a few purposes.
On the ZX ATS, you will have the ability to chat with other ZX ATS users and Zanbato market operators to conduct relevant ZX ATS business. Conversation participants and ZX staff will be able to see your full name in those chats. When a deal has been agreed to and transaction documents are required to be signed, you’ll exchange further personal information as needed.
On both platforms (ZX ATS and ZXData), your personal information may be used by ZX staff for other specific purposes detailed below. In this section, we describe each of our processes, and how we handle the data.
When you register for access to the ZX ATS, several financial regulatory agencies require us to collect certain personal information. This “registration information” includes full name, employer, title, business address, business telephone number, and business email address. In addition, before you close a transaction, we are required by the same agencies to have you fill out a “confidential customer questionnaire” which requires the disclosure of further personal information, such as a copy of your driver’s license, passport, or similar government-issued ID.
This information is used to prevent fraud and to comply with applicable law, rules, and regulations.
Your email address, combined with a password of your choosing, will allow you to sign into ZX securely. We may also send you emails where necessary to help you manage your account, for example, if you need to reset your password, or to notify you of a material change to one of our policies.
You can use the ZX ATS to chat with other ZX ATS users and Zanbato market operators to conduct relevant ZX ATS business. Conversation participants will be able to see your full name in the chats. Any conversations you have on our platform will be associated with your account and will be captured and stored to comply with applicable law, rules, and regulations or for archival purposes.
When signed in, your activity on ZX is logged and linked to your user id. This data includes information about what pages under zx.zanbato.com or zxdata.zanbato.com you’ve visited, and when such access occurred. ZX staff review this data to better understand usage patterns on ZX. We also review this data periodically to prevent fraud, to monitor suspicious activities, or to comply with applicable laws, rules, and regulations.
We’ll use your email address to provide you with a variety of updates about Zanbato. These include feature announcements, platform activity notifications, policy updates, and others. We only send these emails if you have an active user account. Additionally, you can configure your email preferences on the Websites (see below).
You or the licensee can create an account on Private Label for you. Your email address, combined with a password of your choosing, will allow you to sign in securely. We send you emails whenever necessary to help you manage your account, for example, if you need to reset your password, or to notify you of a material change to one of our policies.
Your full name may also be linked with your account at registration.
We use your email address to provide you with a variety of updates about Zanbato. These include feature announcements, platform activity notifications, policy updates, and others. We only send these emails if you have an active user account. You can configure your email preferences on the Websites (see below).
Features such as Closing Room and NDA may use names and/or emails as necessary to create relevant paperwork for signature. This data is processed by a third party digital signature service (described below). We ensure that this service only uses this data for providing the tool as described.
You have certain rights with respect to your personal data, as described below. You will not have to pay a fee to exercise any of these rights.
At any time, you can request from us information about whether we store, use or share any of your personal data and what kinds of personal data we hold about you.
If you have an account on a Zanbato platform, you may sign into your account at any time to view your profile and review commonly processed personal information. Your account profile will allow you to update some of your personal information directly.
To request information or request changes, contact us at firstname.lastname@example.org and we’ll respond to your request within a reasonable timeframe (no longer than 30 days from receiving your request).
You may request that your personal information be removed from Zanbato’s systems, or that Zanbato restrict all further processing of your data. Please note that our ability to comply with your request will depend on the specifics of your circumstances, including if processing your personal data is required for us to continue providing a service, or to comply with applicable law, rules, and regulations, but we will assist you as best we can.
To request data erasure or processing restrictions,contact us at email@example.com and we’ll respond to your request within a reasonable timeframe (no longer than 30 days from receiving your request).
You may object to processing of your personal data where such processing was carried out under the basis of legitimate interest. Please note that our ability to comply with your request will depend on the specifics of your circumstances, including if processing your personal data is required for us to continue providing a service, or to comply with applicable law, rules, and regulations, but we will assist you as best we can.
To object to processing of your personal data, contact us at firstname.lastname@example.org and we’ll respond to your request within a reasonable timeframe (no longer than 30 days from receiving your request).
You have the right to receive an electronic copy of the personal data that you have provided to us, or ask us to send that information to another company (the “right of data portability”). If you wish to receive or send such data, please contact us at email@example.com.
Where we are relying on consent to process your personal data, you have the right to withdraw that consent at any time. However, withdrawing consent will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
Note that in the case of direct marketing emails, we provide an Unsubscribe link which allows you to opt-out automatically. You can also configure your email preferences by signing into your Zanbato account and visiting your account settings page, or by contacting us at firstname.lastname@example.org.
Zanbato acknowledges that you have the right to access your personal information. In the case of Private Label platforms, Zanbato may not have a direct relationship with the individuals whose personal data it processes.
To access, correct, amend, or delete inaccurate data, you should direct your query or request to the data controller responsible for operating the Private Label portal. If requested by the controller to remove data, we will respond within a reasonable timeframe (no longer than 30 days from receiving your request). Please note that our ability to comply with the request will depend on certain circumstances, including if processing your personal data is required for us to continue providing a service, or to comply with applicable law, rules, and regulations.
We do not, unless you explicitly consent, process any of your personal data in the following special categories: (i) personal data revealing your racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (ii) genetic data; (iii) biometric data for the purpose of uniquely identifying you; or (iv) data concerning your health, sex life, or sexual orientation.
We do not use your personal data to make automated decisions about you without any human input. If we ever begin to do so, if and as applicable, and to the extent required by applicable laws, rules, or regulations, we will endeavor to implement suitable safeguards, including, for example, an opportunity for you to request human intervention, express your point of view, contest any decisions made, and request that we restrict the use of your personal data for the purposes of these automated decisions.
Zanbato follows industry-standard best practices to protect your personal information. On a Zanbato platform, all data is encrypted both in-transit and at-rest. Access to sensitive systems, physical or digital, is secured and limited to qualified systems administrators.
Note that no data transmission over the Internet can be fully guaranteed to be completely secure. Accordingly, we cannot ensure or warrant the security of any information that you transmit to us, so you do so at your own risk.
If you have any questions about security on any Zanbato platform, please contact us at email@example.com.
We utilize the services of third parties to power the Websites. As a result, your personal data may be transferred to the entities listed below, in addition to any already listed above, or other service providers as necessary to provide the relevant service.
In all cases, through our service agreements with our service providers, we make sure that our service providers only process personal data as necessary to provide the relevant service, and that they provide at least the same level of protections Zanbato provides for your personal data of similar nature; these requirements also apply to any third parties used by our service providers.
We reserve the right to disclose your personal data as required by applicable laws, rules, and regulations or when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal, regulatory, governmental, or administrative process or request. In certain situations, Zanbato may disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.
If Zanbato is involved in a merger, acquisition, or sale of all or a portion of its assets, including transfers made as part of insolvency or bankruptcy proceedings, personal data may be one of the transferred business assets. You will be notified by email (sent to the e-mail address specified in your account) or by means of notice on the relevant Website of any change in ownership or uses of your personal data, as well as any choices you may have regarding your personal data.
Zanbato is responsible for the processing of personal data it receives, under the Data Privacy Framework, and subsequently transfers to a third party acting as an agent on its behalf. Zanbato complies with the Data Privacy Framework Principles for all onward transfers of personal data from the EU, UK, and Switzerland, including the onward transfer liability provisions.
With respect to personal data received or transferred pursuant to the Data Privacy Framework, Zanbato is subject to the regulatory enforcement powers of the U.S. Federal Trade Commission. In certain situations, Zanbato may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.
In compliance with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF, Zanbato commits to refer unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF to TRUSTe, an alternative dispute resolution provider based in the United States. If you do not receive timely acknowledgment of your DPF Principles-related complaint from us, or if we have not addressed your DPF Principles-related complaint to your satisfaction, please visit https://feedback-form.truste.com/watchdog/request for more information or to file a complaint. These dispute resolution services are provided at no cost to you.
Under certain conditions, more fully described on the Data Privacy Framework website, you may be entitled to invoke binding arbitration when other dispute resolution procedures have been exhausted.
For the purposes of GDPR, our designated representative based in the EU is Christopher Fenichell. Our representative may be reached in writing at Zanbato UK Ltd., 52 Debden Road, Saffron Walden, Essex, CB11 4AB, United Kingdom, or by email at firstname.lastname@example.org.
Updated February 20, 2021
The Site and the App are operated by Zanbato Securities LLC with technology provided by Zanbato, Inc.
You are strictly prohibited from unauthorized use of our systems or this Service, including but not limited to unauthorized entry into our systems, misuse of passwords, or misuse of any information posted to the Service. Use of the Service may be monitored, tracked and recorded. Anyone using this Service expressly consents to such monitoring, tracking and recording.
Section 1 - SCOPE AND SITE STRUCTURE
1.1 Structure & Links
1.1.1 The Service. The Site and the App allow you to access Zanbato Content and Third Party Content (collectively, “Service Content”). Service Content does not include any content on linked websites.
1.3 Status of the Service. The Service Content does not constitute legal, financial, accounting, investment, tax, or other professional advice. You should consult with a financial advisor and legal and tax professionals to assist in conducting due diligence as may be appropriate prior to making any investment decision or hiring any investment manager in connection with Service Content. Zanbato will not have any liability to any person for any reliance on, interpretation or analysis of, or investment decisions, action, or inaction based on, the Service.
1.4 Scope of Use.
1.4.1 Access. Certain parts of the Service, including, without limitation, the Service Content, may be accessed only by persons who have been authorized by The Zanbato Group and, if an employee of a Zanbato customer, by that employee’s employer. You agree to access and use those parts of the Service and all Service Content therein solely pursuant to your login information (username and password). You agree to notify us and change your password immediately, if your password is lost, stolen, or misused. You are responsible for all activity (including any unauthorized activity) attributable to your login information.
1.4.3 Restrictions on Use. Except as may be otherwise specifically authorized in a signed writing by The Zanbato Group, you will not (i) directly or indirectly grant anyone else access to, or permit anyone else to access or use, the Service or any Service Content other than, if applicable, your employees and agents that you authorize to access information and transmit proposed indications of interest or orders with respect to potential transactions to The Zanbato Group on behalf of you or your employer; (ii) copy, display, publish, republish, upload, distribute, transfer, sell, assign, rent, timeshare, or sublicense any Service Content or access thereto; (iii) resell or otherwise share or distribute your Log-In Credentials (as defined below); (iv) alter, modify, delete, adapt, translate, disassemble, decompile, or reverse engineer or otherwise attempt to discern the source code, algorithms, software design or architecture of, or modify, adapt, translate or reproduce the Service or any part thereof, including without limitation any software or any product or service identifications, author attributions, copyright notices, disclosures, disclaimers, trade names, trademarks, or proprietary restrictions in any Service Content or any associated documentation; (v) create a separate database of any Service Content or merge any part of the Service Content with or into other software, or create derivative works based upon the Service Content; (vi) post any Service Content on any intranet, extranet, or other application, system, or location; (vii) use any Service Content to construct or facilitate the construction of any products or services that compete with the Service or the Service Content; (vii) use information which you have received through access to the Service as to the workings of the Service for any purpose whatsoever (other than use of the Service), including without limitation competition with the Service; or (viii) take or authorize any action that could detrimentally interfere with the proper workings of the Service. When you use the Service, you will be permitted to view such Information as is permitted by The Zanbato Group. Only The Zanbato Group or one its subscribers, through one of their authorized registered representatives, may place an indication of interest or order on your behalf.
1.4.4 Entitlement Rights. Please note that you may not be able to gain access to all of the Service Content. Your entitlement to Service Content may be limited by (i) applicable laws and regulations (including securities laws), (ii) The Zanbato Group, and/or (iii) internal policies and practices of the applicable Third Party Provider, in each case as may be amended from time to time at any time. Such restrictions are maintained via an entitlement system which controls your ability to view particular items of Service Content. The Zanbato Group disclaim any and all liability associated with entitlement decisions made by them or by Third Party Providers.
1.6 Registration and Access Data; Authorized Customer Delegees
1.6.2 Authorized Customer Delegees. If you are a customer of The Zanbato Group, you shall designate to The Zanbato Group such of your delegees ("Authorized Customer Delegees") you wish to have access to the Service and shall promptly notify The Zanbato Group of all additions and deletions to your list of Authorized Customer Delegees.
1.7 Log-In Credentials; Security.
1.7.1 Log-In Credentials. The Zanbato Group shall provide separate log-in credentials (a "Log-In Credential") to you if you are approved by The Zanbato Group to access the Service. The Log-In Credential will permit you to access and use the ATS. You shall keep your Log-In Credential strictly confidential using at least the same degree of care that you use to protect your own confidential information, but in no even less than the industry-recommended degree of care for such credentials. Each Log-In Credential may only be used by you. Upon your request, or if a The Zanbato Group customer employee, your employer’s request to terminate a Log-In Credential provided to you, The Zanbato Group shall effect such request as soon as reasonably practicable after receipt thereof. In the event your Log-In Credential is lost, stolen or compromised, you shall be responsible for notifying The Zanbato Group of the same, and The Zanbato Group shall cancel any such lost, stolen or compromised Log-In Credential as soon as practicable after receipt of such notice. You shall remain responsible for any actions taken through the use of your Log-In Credential until your Log-In Credential is cancelled.
1.8 User Provided Content. All Service Content (other than The Zanbato Group Content), including comments, questions, and opinions uploaded, expressed, or submitted to a message board, blog, or other publicly available section of the Service (including password-protected areas) and all responses thereto are solely the opinions and responsibility of the person or entity submitting them and not The Zanbato Group. You understand and acknowledge that you are responsible for whatever content you submit and that you, not The Zanbato Group, have full responsibility for such content, including its legality, reliability, and appropriateness. Under no circumstances may you submit information that you know, or have reason to believe, is false or intentionally misleading. By uploading or otherwise transmitting material to any area of the Service, you warrant that the material is your own or is in the public domain or otherwise free of proprietary or other restrictions and that you have the right to post it to the Service. You grant to The Zanbato Group the perpetual, irrevocable, transferable, worldwide, royalty-free right and license to use all content you upload or otherwise transmit to the Service in any manner The Zanbato Group may choose in connection with the Service. The Zanbato Group reserve the right, but do not assume any responsibility, to remove any material posted on the Service which The Zanbato Group, in their sole discretion, deem inconsistent with the foregoing commitments, including without limitation any material as to which The Zanbato Group has been notified, or have reason to believe, constitutes a copyright infringement. The Zanbato Group can neither review all material before it is posted on the Service nor ensure prompt removal of objectionable material after it has been posted. Accordingly, The Zanbato Group will have no liability for any action or inaction regarding or otherwise involving Third-Party Content.
1.9 Right to Terminate User Access. The Zanbato Group reserve the right to limit, restrict, and terminate your access to and use of the Service at any time, in whole or in part, with or without cause in its sole discretion and without notice. Neither The Zanbato Group nor any Third Party Provider will have any liability in connection with such limitation, restriction, or termination of your access to or use of the Service.
Section 2 - INDEMNIFICATION
Section 3 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
3.1 Disclaimers. The Service Content is provided to facilitate identification of investment opportunities by sophisticated investors and to provide a vehicle for access to related information, and is not a confirmation of any opinion or information contained therein. The Zanbato Group makes no representations or warranties as to any Service Content. The Service Content generally speaks only as of the date issued. You should not rely on any Third Party Content as expressing the applicable Third Party Provider's current opinion or as representing current information. The Service Content may contain or provide credit, quality, risk and other ratings, research and generalized investment opinions obtained from various sources. You acknowledge and agree that such Service Content (i) is impersonal in nature and subject to change or withdrawal without notice, (ii) does not constitute legal, accounting, tax or investment advice, (iii) does not take into account your investment objectives, financial situation or particular needs, (iv) does not constitute a solicitation or recommendation for the purchase, sale, or holding of any financial instrument or product, or a representation that any investment strategy or product is suitable for you, (v) is meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, or disclosures, and any copyright or proprietary notices, and (vi) is provided for informational purposes only. You also acknowledge and agree that (i) any disclaimers, restrictions, disclosure, or hedge clauses in such Service Content apply to any partial document or material in the same manner as they do the whole and will be deemed incorporated in the portion of any Service Content that you consult or download, (ii) hypothetical or projected performance results (where permitted to be shown) have inherent limitations, with results that may under- or over-compensate for the impact, if any, of any number of market, political, and economic factors, and (iii) no representation is being made that any reliance on any such Service Content will or is likely to achieve profits or losses or any particular results of any kind. You further agree that (x) no Third Party Provider is under any obligation to provide such Service Content to you, (y) if you receive such Service Content through the Service or other means, you may not receive such content at the same time as other customers of the applicable Third Party Provider or its affiliates, and (z) no Third Party Provider or its affiliates is under an obligation through the Service to undertake, and may without notice choose not to undertake, to advise you of changes in the Service Content made available through the Service or otherwise provided to you.
3.2 Information "As Is" and "As Available"; Advisors. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SERVICE OR ANY WEBSITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING IS AT YOUR OWN RISK. THE ZANBATO GROUP CANNOT AND DOES NOT GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS, OR CONTINUED AVAILABILITY OF THE SERVICE OR ANY WEBSITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. IN NO EVENT WILL THE ZANBATO GROUP BE LIABLE FOR ANY DECISION MADE OR ACTION OR INACTION TAKEN BY YOU IN RELIANCE ON THE SERVICE OR ANY WEBSITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. THE ZANBATO GROUP FURTHER EXPLICITLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE SERVICE OR ANY WEBSITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE ZANBATO GROUP WILL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE SERVICE, OR ANY WEBSITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING, WHETHER OR NOT FORESEEABLE AND EVEN IF WE OR ANY THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THE ZANBATO GROUP USES ADVISORS AND CONSULTANTS WHO ASSIST WITH THE PRESENTATION OF THE SERVICE, AND WHO MAY RECEIVE PERFORMANCE BASED COMPENSATION IF THEY ARE MEMBERS IN GOOD STANDING OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY.
Section 4 - TERMINATION
Section 5 - REPRESENTATIONS AND WARRANTIES.
5.1 Representations and Warranties.
5.1.2 Representations, Warranties and Agreements. You represent and warrant to, and agree with The Zanbato Group (which representations, warranties and agreements shall be deemed repeated each time you access or use the Service), that:
(i) You are in compliance with all applicable laws in all material respects;
(ii) all information provided by you in writing to The Zanbato Group (including all information contained in applications, questionnaires and information forms, and including information delivered via electronic means) is true and accurate in all material respects;
(iv) you have all Intellectual Property Rights (as defined in the Rulebook) in and to any information submitted by you to the Service, and your use of any software or equipment to access the Service (other than software or equipment provided by The Zanbato Group) does not violate any third party's Intellectual Property Rights;
(vi) If you are a customer of The Zanbato Group, alone or together with your Authorized Customer Delegee, you possess the sophistication, experience, knowledge and expertise in financial and business matters to make your own investment decisions and to properly assess the merits, risks and suitability of investing in, and entering into transactions on the Service;
(vii) If you are a customer of The Zanbato Group, alone or together with your Authorized Customer Delegee, you are (x) capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies involving a security or securities and (y) will exercise independent judgment in evaluating the merits of all potential transactions;
(viii) you acknowledge, agree and understand that (x) all transactions entered into on the Service are unsolicited transactions, (y) no such transaction will be solicited or recommended by The Zanbato Group and (z) your decision to enter into any transaction on the Service will be based on your own research and information, or on research and information obtained from a source other than the Service or The Zanbato Group, and neither The Zanbato Group nor any of its representatives will have any input into your decision to enter into such transaction;
(ix) If you are a customer of The Zanbato Group, you are and will continue to be either (x) a qualified institutional buyer under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), (y) a qualified purchaser, as defined in Section 2(a)(51) of the Investment Company Act, or (z) an accredited investor under Rule 501 of Regulation D of the Securities Act, subject to the right of The Zanbato Group to impose higher accreditation standards to comply with suitability requirements;
(x) you shall comply with all applicable laws related to anti-money laundering and sanctions and (y) if you are a Customer of The Zanbato Group, you shall ensure that you and your Authorized Customer Delegees follow such applicable laws with respect to your and their use of and access to the Service.
5.1.3 Role of The Zanbato Group. You acknowledge and agree that, notwithstanding anything to the contrary herein:
(i) The Zanbato Group shall not, directly or indirectly, be a principal to any transaction on the Service or be responsible for, or otherwise guarantee, performance of any transaction entered into by you, and you shall proceed solely against the counterparty in that transaction, and not against The Zanbato Group, to collect or recover any amounts owed to you or to enforce any of its rights in connection with, or as a result of, such transaction;
(iii) The Zanbato Group may receive fees from subscribers to the Service representing both the buyer and seller in respect of a transaction effected through the Service; and
(iv) if you are a customer of The Zanbato Group, the submission or posting of any Information to or on the Service by The Zanbato Group or any authorized user of the Service shall not be deemed a recommendation by The Zanbato Group or such authorized user that you enter into any particular transaction or that any particular transaction is suitable or appropriate for you.
Section 6 - DIGITAL MILLENNIUM COPYRIGHT ACT
If you believe that the Service contains content that infringes on your copyright, please forward the following information by email to email@example.com or send it to The Zanbato Group, Copyright Agent, Attention: General Counsel, 715 N Shoreline Blvd., Mountain View, CA 94043.
• Your address, telephone number, and email address;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the alleged infringing material is located;
• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our policy is to terminate the right of repeat infringers to use the Service.
Section 7 - NONDISCLOSURE
You agree to use reasonable care, but in no event no less than the same degree of care that you use to protect your own confidential and proprietary information of similar importance, and to prevent the unauthorized use, disclosure, publication or dissemination of proprietary, non-public, confidential information ("Confidential Information") of any Third Party Provider. You agree to accept any Third Party Provider's Confidential Information for the sole purpose of evaluation in connection with your business discussions with The Zanbato Group. You agree not to disclose or use Confidential Information otherwise for your own or any third party's benefit without the prior written approval of an authorized representative of The Zanbato Group in each instance. You may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that you first take, if permitted to do so by the judicial or governmental authority with jurisdiction, reasonable steps to give the Third Party Provider sufficient prior notice in order to contest such request, requirement or order by notifying the Third Party Provider of such request. You may only disclose Confidential Information to your employees or agents with a need to know for the sole purpose of evaluation in connection with your business discussions with The Zanbato Group and, in the case of agents, only to the extent that the agent has signed a non-disclosure and non-circumvention agreement at least as restrictive as this Agreement. Information will not be deemed Confidential Information of an Third Party Provider that (i) is already in your possession prior to disclosure by such Third Party Provider, (ii) that is or becomes generally available in the public domain other than as a result of unauthorized disclosure by you or your employees or agents, or (iii) is acquired by a third party not in violation of an obligation of secrecy to such Third Party Provider.
Section 8 - MISCELLANEOUS
8.1 Bids, Offers and Firm Orders. "Bids" and “Offers" on the Service represent non-binding indications of interest submitted by The Zanbato Group or one of its respective authorized registered representatives on behalf of their clients (unless such bids/offers are noted as “firm”). A “firm” bid or offer (each, a “Firm Order”) obligates the customer of The Zanbato Group submitting the Firm Order to pay commissions or banking fees on introduction of a counter-party accepting the terms of their Firm Order, meaning these orders represent a higher level of commitment to transact. Bid and Offers may be for any class of equity security of an issuer and may be for blocks of shares held, exercisable, or held or to be held in special purpose vehicles. Rights of holders of the securities will vary, and transactions may be subject to transfer restrictions, including a right of first refusal by the issuer or others. Some issuers may restrict transfers in their securities to certain classes of investor. Specific information on a given ticket is available from The Zanbato Group market operators through its Z-Chat function.
8.4.1 This Agreement contains a pre-dispute arbitration clause. By signing this Agreement, Seller agrees as follows:
8.4.2 No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.