Equity Terms of Use

Equity Terms of Use

These Equity Terms of Use (“Equity Terms”) are an Additional Document as defined in the Terms and apply to users of our Platform or Services (“Customer”, “You”, “Your”) who Award Equity Compensation to any individual engaged via the Platform. Your Award of Equity Compensation to a Grantee is subject to Your compliance with these Equity Terms. Your continued access of the Platform, use of Services, and Award of Equity Compensation to a Grantee constitute Your agreement to be bound by the Equity Terms, which supplement all other agreements in the Platform. Capitalized terms have the same meaning as given in the Oyster Terms and Conditions (“Terms”) unless otherwise indicated, and Your access and use of the Platform remain governed by the Terms, Privacy Policy, Website Terms of Use, Data Processing Addendum, any other Additional Documents, and any applicable Service Agreement.

1. DEFINITIONS

1. Award. Granting Equity, or a right to receive Equity Compensation, in a company to a Team Member or Contractor as an incentive to contribute to the company's success.

2. Equity. The ownership shares or ownership stakes in a company, where Team Member has a right to own a portion of Your company through the exercise of stock options or the grant of stock made to them in connection with providing services to You.

3. Equity Alternative. An Award of discretionary variable compensation where You agree to pay a Team Member a cash equivalent to equity in accordance with Your Plan, such as share appreciation rights, virtual stock options grants, or phantom shares where the Award is paid in cash, but no shares or ownership is transferred to the Grantee.

4. Equity Compensation. Any grant of stock, such as stock options, restricted stock units, or unrestricted shares, or the grant of an Equity Alternative, such as stock appreciation rights, virtual share options, or phantom shares, to a Team Member pursuant to the terms of Your Plan.

5. Grantee. A Team Member or Contractor engaged by a Customer via the Platform who receives Equity Compensation from the Customer.

6. Grantor. A Customer with an account on the Platform who has awarded Equity Compensation to a Grantee.

7. Notice of Intention to Award Equity. A notice in substantially the form appended to these Equity Terms.

8. Payroll Event. An occurrence or action affecting payroll processing at Oyster, including any event triggering changes in an employee's pay, tax withholdings, deductions, or other payroll-related aspects, such as salary payments, bonuses, commissions, garnishments, expense processing or processing of income arising out of an Equity Award. These events can be routine, such as regular salary payments, or they can be more unique and may require special processing. Common examples of payroll events include but are not limited to regular salary payment, overtime payment, bonus payment, commissions, termination payments, payments related to a change in employment status, expense reimbursements, and garnishments.

9. Plan. A compensation plan governed by the provisions and law set forth in the plan whereby You may Award Equity Compensation to a plan participant, including but not limited to a Grantee.

10. Supported Country (Supported Countries). A country (or countries) where Oyster will support any applicable tax withholding and reporting arising out of Your Award of Equity Compensation to a Grantee as indicated on the Platform.

11. Taxable Event. Any occurrence where a tax liability is incurred in connection with an Award of Equity Compensation, such as at grant, exercise, vest, sale, change in control, or any other instance under Your Plan triggering an obligation to pay taxes in connection to or withhold taxes from the Award and/or report the tax withholdings or tax payment to the appropriate regulatory authority.

12. Unsupported Country (Unsupported Countries). A country (or countries) where Oyster does not support any applicable tax withholding or reporting arising out of Your Award of Equity Compensation as indicated on the Platform. If You Award Equity Compensation regardless of the notice in the Platform that the

 

2. ACKNOWLEDGEMENT AND UNDERSTANDING

Oyster acknowledges and understands:

13. All rights associated with an Award of Equity Compensation to a Grantee are personal to the individual.

14. Neither Oyster, nor any third party, has any rights, including a right to purchase any shares, or claims in connection with an Award of Equity Compensation to a Grantee under Your Plan.

You acknowledge and understand:

15. Whether through the Platform or Services, Oyster is not providing You with legal or tax advice as to the compliance of Your Plan.

16. Oyster may change the Equity Terms at any time in Our sole discretion with such changes taking effect immediately after notice is provided in accordance with the Terms.

17. Your Award of Equity Compensation to a Grantee does not grant You, any of Your employees, directors, officers, agents, lawful assigns, or any Grantee any right, including a right to purchase any shares, or claims in connection with any equity awarded by Oyster under Our equity compensation plan.

18. Information or support provided through Our Platform and Services in connection with Your Equity Award to a Grantee is not a guarantee, warranty, representation, or inducement that Your Plan, and any corresponding Award, complies with applicable law.

19. You will not dispute the methodology or calculations of Oyster related to any tax withholding/tax payment obligations payable by You, a Team Member, or Oyster in connection with Your Award of Equity Compensation in a Supported Country.

20. Oyster is not the administrator of Your Plan.

21. You should seek independent advice and counsel from qualified professional(s) in connection with Your Plan and any Award of Equity Compensation to a Grantee.

22. Your decision to Award Equity Compensation to a Grantee is solely Yours, and in making that decision, You have relied on the advice of independent legal or tax advisors.

23. Any transfer of shares, cash equivalent, or ownership interest in accordance with an Award of Equity Compensation to a Grantee without Oyster confirming all anticipated taxes have been funded is a breach of these Equity Terms of Use and You will be responsible for all damages arising out of such breach.

24. Any equity resources Oyster makes available through the Platform, including Services in support of Your Award of Equity Compensation to a Grantee, may be subject to additional fees.

3. YOUR RESPONSIBILITIES

        You will:

25. Confirm by a person authorized to administer Your Plan and in accordance with the timelines set forth in the Platform, that a Grantee is entitled under applicable law to an Award of Equity Compensation under Your Plan in accordance with the Plan language.
    
26. Provide a copy of the Notice of Intention to Award Equity to Grantees on or before the grant of any Equity Compensation.

27. Provide Oyster with sufficient information to generate a copy of the Notice of Intention to Award Equity to Grantees on behalf of the Company on or before the date on which the Company makes a grant of Equity Compensation.

28. Send the Notice of Intention to Award Equity to all Grantees.

29. Notify Oyster of any and all Awards of Equity Compensation via the Platform.

30. Provide and maintain accurate documentation related to Your Plan and any Equity Compensation on the Platform, including but not limited to the value of Your Award to a Grantee, any changes in the Award, such as valuation changes, and any information related to tax withholding or reporting documents that have been filed in connection with Awards under Your Plan.

31. Provide Oyster with all necessary documentation before an anticipated Payroll Event.

32. Update Your documentation on the Platform if changes are made to Your Plan impacting an Award of Equity Compensation, such as changes to equity valuation or a Grantee’s rights to receive an Award under Your Plan.

33. Maintain accurate records required by applicable law in connection with any Award of Equity Compensation under Your Plan.

34. Secure and safeguard each Grantee’s personally identifiable information in accordance with applicable law.

35. Comply with all reporting or withholding responsibilities required in connection with Your Award of Equity Compensation to a Grantee in accordance with Your Plan.

36. Notify Oyster of an anticipated Taxable Event in connection with an Award as soon as You become aware, but in no event later than 2 working days after You knew, or should have known, of the Taxable Event.

37. Where Oyster is required to remit any taxes and/or social security in respect of Equity Compensation,
    fund the anticipated taxes and social security payable in connection with an Award of Equity Compensation before any shares or ownership interest in Your company is transferred to the Grantee whether from the sale of sufficient shares acquired by a Grantee pursuant to their Equity Compensation, lawful deductions from the Grantee’s salary or other arrangements made with the relevant Grantee to reimburse such amounts.

38. Where Oyster is required to pay any taxes and/or social security in connection with Equity Compensation, pay the anticipated taxes and social security payable in connection with an Award of Equity Compensation before any shares or ownership interest in Your company is transferred to the Grantee.

39. Not approve the issue or transfer of shares, cash equivalent or ownership interest under an Award of Equity Compensation to a Grantee under Your Plan until Oyster confirms that all anticipated taxes and/or social security has been funded and/or paid pursuant to clauses 3.11 or 3.12 (as the case may be).

40. Bear all risk, including all costs incurred by You or Oyster of defending any resulting claims and liabilities arising out of an Award of Equity Compensation and any relating transfer of shares, cash equivalent, or ownership interest to a Grantee.

41. Support all additional withholding and reporting obligations requested, or required, by Oyster arising out of an Award of Equity Compensation and any relating transfer of shares, cash equivalent or ownership interest to a Grantee.

42. Comply with applicable laws and regulations in accordance with Your Award of Equity Compensation to a Grantee, including but not limited to bribery, trade, money laundering, and privacy laws.

4. OYSTER'S RESPONSIBILITIES

We will:

43. Facilitate tax payment and reporting of applicable taxes arising from an Award of Equity Compensation to a Grantee in Supported Countries where there is a withholding obligation prescribed by the applicable local law.

44. Coordinate and file all reporting documents required under applicable law in connection with Oyster’s role as the employer and Your Award of Equity Compensation to a Grantee in Supported Countries where there is a reporting obligation prescribed by the applicable local law.

45. Indicate in the Platform which countries are Supported Countries for purposes of awarding Equity Compensation to a Grantee.

46. Where a country is not a Supported Country, provide access to Equity resources available in the Platform, subject to any applicable fees which will be set out in monthly invoice as permitted under the Terms.

47. Upon request, provide a referral to a local tax or legal expert to help answer Your questions related to an Award of Equity Compensation to a Grantee. Any engagement arising out of an Oyster referral is exclusive between You and the referred party. Oyster is not a party to the relationship.

48. Comply with applicable laws and regulations in accordance with Your Award of Equity Compensation to a Grantee, including but not limited to bribery, trade, money laundering, and privacy laws.

5. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

49. Your Award of Equity Compensation to a Grantee complies with applicable law.

50. Your Plan permits an Award to a Grantee.

 

51. You have obtained a certified, respected valuation of the Equity Compensation You intend to Award to a Grantee.

52. The valuation is in accordance with applicable law in the country where You intend to grant Equity Compensation to the Grantee.

53. Oyster has not provided any opinion to You, nor have You relied on any communication from Oyster, as to the basis, or appropriateness, of Your Award of Equity Compensation, including its valuation.

54. Oyster has not drafted, reviewed, approved, or opined as to the lawfulness or viability of Your Award of Equity Compensation to a Grantee.

55. You have relied solely on the advice of Your legal counsel and tax advisors in deciding to Award Equity Compensation to a Grantee.

56. Your Plan complies with all applicable laws and regulations, including any applicable securities or foreign exchange controls obligations and registrations in the countries where You Award Equity Compensation to a plan participant, including but not limited to a Grantee.

57. Where applicable, Your Plan is registered with appropriate governmental or regulatory authorities, including any applicable securities registrations.

58. You administer Your Plan in a non-discriminatory manner.

59. You will pay all taxes and related obligations associated with an Award of Equity Compensation to a Grantee before approving the Award via a Pre-Funding Invoice as set out in the Terms.

60. You will pay all fees in connection with any referral Oyster makes pursuant to Section 4.5 of these Equity Terms. Oyster bears no responsibility for the costs of advice sought by you from a referred party pursuant to Section 4.5.

61. Oyster is not Your Plan administrator.

62. Nothing in the Equity Terms shifts Your tax or legal responsibilities to Oyster under Your Plan.

        Oyster represents and warrants that:

63. Our Platform and Services provided in support of Your Award of Equity Compensation to a Grantee will comply with applicable laws.

64. We will use Our commercial best efforts to support Your Award of Equity Compensation to a Grantee in Supported Countries.

65. We will keep all information related to Your Award of Equity Compensation to a Grantee strictly confidential in accordance with the Terms.

 

6. EQUITY FEES

66. Any additional fees incurred, or charged by Oyster to You in connection with Your Award of Equity Compensation to a Grantee will be set out in the next applicable monthly invoice in accordance with the Terms and payable by You in accordance with the Terms.

67. All costs incurred by Oyster, such as filing fees, withholding requirements, or reporting fees, are an Administrative Cost as defined in the Terms, payable by You.

68. All fees related to the Platform and Services supporting Your Award of Equity Compensation to a Grantee are subject to change in Our sole discretion.

7. INDEMNITY

        As to You:

69. You will indemnify, defend and hold Oyster, its officers, directors, employees, agents, and lawful assigns harmless from and against any and all third-party claims, demands, suits, proceedings, or causes of actions (together, “Claims”) and any connected or related damages, liabilities, payments, costs and expenses, including reasonable attorneys’ fees (together, “Liabilities”) arising out of or relating to any of the following matters arising out of a Claim made against an Oyster Indemnitee relating to Your Award of Equity Compensation to a Grantee, including but not limited to: (i) Your administration of Your Plan; (ii) any errors or miscalculations of tax consequences associated with an Award of Equity Compensation under Your Plan; (iii) any errors in the valuation of Your Plan or the Equity Compensation awarded under Your Plan; (iv) Your delay in providing information requested by Oyster, or failure to update Your Plan details, related to Oyster’s support of Your reporting and withholding obligations under Your Plan; (v) Your failure to notify Oyster of an Award of Equity Compensation to a Grantee in the Platform; (v) Your failure to [provide a Notice of Intention to Award Equity in accordance with these Equity Terms] comply with the obligations set forth in the Notice of Intention to Award Equity by allowing the issue or transfer of Equity pursuant to a grant of Equity Compensation without first confirming with Oyster that appropriate arrangements are in place to settle any tax liability in respect of the Equity Compensation  (vi) Your failure to comply with any securities or exchange control laws, including any regulatory penalties imposed by an applicable authority, in the country where the Award of Equity Compensation is made to the Grantee; (vii) any Claims made by a Grantee arising out of an Award of Equity Compensation under Your Plan, including but not limited to any and all Claims arising out of a Grantee terminating their service to You or Grantee no longer being eligible to an Award under Your Plan; and (vii) any regulatory or judicial proceeding related to the Award of Equity Compensation, unless such claim arises out of Oyster’s failure to comply with a legal or tax obligation arising out of Your Award to a Grantee.

        As to Oyster:

70. We will indemnify, defend, and hold You harmless from and against any and all Claims and Liabilities arising out of a Claim made against You relating to Our failure to comply with a legal or tax obligation required by Us in connection with Your Award of Equity Compensation to a Grantee solely to the extent such Claim is proximately caused by Our conduct.

8. LIMITATION OF LIABILITY

As to You:

71. You will be liable for all special, indirect, incidental, punitive, or exemplary losses, damages, or expenses (including, without limitation, claims for lost business profits or revenue, loss, interruption, or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or Services, Your use or inability to use the Oyster Platform or any interruption of such use), arising out of Your Award of Equity Compensation to a Grantee, including but not limited to any information provided to You through Our Platform and Services in support of any such Award.

72. Your liability in connection with any Claim related to an Award of Equity Compensation to a Grantee is uncapped. For the avoidance of any doubt, Section 15 of the Terms does not apply in the event of any claim or loss arising out of Your Award of Equity Compensation to a Grantee.

        As to Oyster:

73. We will not be liable for any special, indirect, incidental, punitive, or exemplary losses, damages, or expenses (including, without limitation, claims for lost business profits or revenue, loss, interruption, or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or Services, Your use or inability to use the Oyster Platform or any interruption of such use), arising out of Your Award of Equity Compensation to a Grantee, including but not limited to any information provided to You through Our Platform and Services in support of any such Award.

9. GENERAL

74. Enforceability. If any provision of the Equity Terms (or part of a provision) is determined to be invalid, unenforceable, or illegal, all other provisions will remain in force. If any provision of the Equity Terms may be valid subject to modifications or deletions, such provision, as modified or revised, will control.

75. No Third-Party Beneficiary. A person who is not a party to the Equity Terms has no right to enforce any of its terms.

76. Integration. In addition to being subject to the Equity Terms, any Award of Equity Compensation to an Oyster Team Member or Contractor is subject to the Terms, Privacy Policy, Data Processing Addendum, and Website Terms of Use, and each individual Service Agreement.