Loupt Portal LLC & Loupt Offerings LLC

Terms of Use

Welcome to the website of Loupt Portal LLC & Loupt Offerings LLC.

Please read these Terms of Use carefully before using our website. By using our website, even just browsing, you agree to be bound by these Terms of Use.

These Terms of Use constitute a legally binding contract between you on one hand and Loupt Portal LLC, Loupt Offerings LLC and our affiliates on the other hand. If you have any questions about its meaning you should consult with an attorney before using the website.

IF YOU DO NOT UNDERSTAND OR DO NOT AGREE WITH THESE TERMS OF USE, PLEASE DO NOT USE THE WEBSITE

Summary of Service

This is an electronic platform where business owners can seek to raise capital and where investors can browse opportunities to make investments. Registered users can also participate in blogs and chat rooms, read educational materials, join communities, post to a feed, and take advantage of other features that we might add from time to time.

Educational Materials

To learn more about who we are, what we do, and how we do it, please read our Educational Materials.

Definitions

The following definitions are used in these Terms of Use:

• 'Agreement' means these Terms of Use.
• 'Applicant' means a company that has applied to be listed on the Site, to raise money from investors.
• 'Content' means the images, p, posts and other content you see on the Site. On some parts of the Site, Users can upload Content.
• 'Company' or words like 'we' and 'us' mean Loupt Portal LLC and/or Loupt Offerings LLC.
• 'FINRA' means the Financial Industry Regulatory Authority.
• 'Investor' means a User who uses the Site to browse investment opportunities.
• 'Issuer' means a business that is listed on the Site, trying to raise capital from investors.
• 'SEC' means the U.S. Securities and Exchange Commission.
• 'Service' means everything we do at the Site.
• 'Site' means the website located at www.loupt.co
• 'User' means anyone who uses the Site, even just to browse.

Acceptance of Terms; Changes in Terms

By using the Site, even if only to browse, you consent to the terms of this Agreement. We may require you to formally indicate your consent by checking a box or taking another affirmative action. The Service is offered subject to your acceptance of all terms and conditions in these Terms of Use, the Privacy Policy, and other operating rules, policies, and procedures published on the Site, all of which are incorporated by reference. We reserve the right, at our sole discretion, to modify or replace these Terms of Use by posting updated terms on the Site. Unless indicated otherwise, changes take effect prospectively from the date of posting. It is your responsibility to periodically check the Terms of Use for changes; continued use of the Service after posting constitutes acceptance of the changes.

We may change, suspend, or discontinue the Service or any feature at any time, without notice or liability. Additional terms may apply to other services on the Site, and those terms are incorporated by reference. These Terms of Use and the Privacy Policy remain applicable even after you agree to a Platform Agreement; in case of a conflict, the Platform Agreement prevails. We may terminate or suspend your access to the Site without notice or liability for any reason. Your obligation to review the Terms of Use and your acceptance of changes remains, and you agree Loupt Portal LLC and Loupt Offerings LLC are not liable for any modifications, suspensions, or discontinuances.

Eligibility

To access the Site, you must be at least 18 years old and of legal age in your jurisdiction to form a binding contract. If you do not meet these requirements, you must stop using the Site. We reserve the right, at our sole discretion, to refuse the Service to any person or entity and to change our eligibility criteria at any time. This provision is void where prohibited by law, and access to the Service is revoked in such jurisdictions. By using the Service, you represent and warrant that you meet these age requirements, are fully capable of entering into the terms and conditions set forth on the Site, and that all registration information you submit is truthful, accurate, and complete. If you are using the Service on behalf of an entity, such as your employer or a company you control, you represent and warrant that you have the legal authority to bind that entity to these Terms of Use.

Relationship to Privacy Policy and Other Contracts

Our Privacy Policy is part of this Agreement.

In addition, we may ask that you agree to other terms and conditions depending on your use of the Site. All of such other terms and conditions become part of this Agreement.

There are no agreements or understandings concerning your use of the Site that are not reflected in this Agreement. This Agreement supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service.

Registration

You may browse the Site without registering, but as a condition of using certain aspects of the Service, including the ability to make investments in Issuers, you may be required to register with the Company and select a screen name ('User ID') and password. You shall not use as a User ID any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. We will treat anyone who uses your User ID and password as 'you' for all purposes, and we will hold you responsible for the activities of the person using your password. You will never allow any other person to use your account, nor will you use the account of any other User. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

You agree that your Profile will be self-directed, and you are solely responsible for all purchases, orders, investment decisions, information, and instructions placed in your Profile. Any decision to invest should be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge that your Profile is self-directed, and you bear full responsibility for all transactions, decisions, and directives placed within it. Investment choices should be made based on your own evaluation and understanding of the risks associated with each offering, done entirely at your own risk. You affirm and accept responsibility for determining the appropriateness of an investment or strategy and the risks involved, including potential loss of your entire principal. Utilizing the Site or Services does not establish a fiduciary relationship. You agree to conduct your own legal, accounting, and due diligence reviews of the investment opportunities available on the Site. It is highly recommended to seek advice from a licensed legal professional and investment advisor for any legal, tax, insurance, or investment matters, as the Site does not offer any such advice or recommendations.

Investor Requirements

Loupt Offerings LLC facilitates Regulation A and Regulation D offerings, whereas Loupt Portal LLC focuses solely on Regulation Crowdfunding.

Regulation A: Securities offerings are accessible to both accredited and non-accredited U.S. investors, subject to investment limitations as outlined in Regulation A under the Securities Act (popularly known as 'Reg A+').

Regulation D: These offerings are exclusive to U.S. accredited investors as defined by Rule 501 of Regulation D under the Securities Act, made under Rule 506(c) of Regulation D.

Regulation Crowdfunding: These offerings are available to both accredited and non-accredited U.S. investors, with certain limitations as set forth under Regulation Crowdfunding under the Securities Act.

Prior to investing, you must qualify as an accredited investor or confirm you do not exceed the limits under Reg A+ (for Regulation A or Regulation D offerings). You may need to complete a certification and provide documentation to verify your income or net worth to qualify for offerings on the Site. For Regulation A and Regulation D offerings, additional information may be requested to assess investment suitability. You agree that the information you provide during registration is accurate and complete.

When registering to subscribe to securities offerings as an accredited investor, you represent and warrant that you meet at least one of the following criteria:

• An individual with a net worth exceeding $1 million, excluding the value of the primary residence.
• An individual with an income exceeding $200,000 in each of the past two years or joint income with a spouse exceeding $300,000, with the expectation of the same in the current year.
• A bank, insurance company, registered investment company, business development company, or small business investment company.
• An employee benefit plan with total assets over $5 million or where investment decisions are made by a bank, insurance company, or registered investment advisor.
• A charitable organization, corporation, or partnership with assets exceeding $5 million.
• A business where all equity owners are accredited investors.
• A trust with assets over $5 million, not formed to acquire the securities offered, managed by a sophisticated person.

For non-accredited investors subscribing to Regulation A offerings, you warrant that your investment will not exceed 10% of your annual income or net worth (excluding the primary residence). We rely on your representations.

Notify Loupt Portal LLC and Loupt Offerings LLC immediately in writing if any changes occur that affect your status as an accredited investor.

Issuer Requirements

Federal securities laws mandate that securities offered or sold in the U.S. be registered with the SEC unless exempt. Loupt Offerings LLC handles Regulation A and Regulation D exempt offerings, while Loupt Portal LLC manages Regulation Crowdfunding offerings.

Regulation A: The securities offered have not been registered under the Securities Act, relying on the exemption under Regulation A, amended by the JOBS Act of 2012 (known as 'Reg A+'). Issuers may advertise their offerings to the general public or via third parties under certain conditions. Issuers must sell securities to accredited investors or Qualified Purchasers who confirm their investment status.

Regulation D: Rule 506(c) under Regulation D allows companies to solicit and advertise offerings publicly, provided all investors are accredited, and the company takes reasonable steps to verify this, such as reviewing W-2s, tax returns, and other documentation.

Issuers must ensure that all information posted on the Site is complete, accurate, and not misleading. Loupt Portal LLC nor Loupt Offerings LLC is not obligated to verify the accuracy of offering materials. Users should contact Issuers directly with any questions. Misleading statements are grounds for removal from the Site and other legal actions.

Regulation Crowdfunding: Under Title III of the JOBS Act, Section 4(a)(6) provides an exemption for certain crowdfunding transactions. Issuers can raise up to $5 million in a 12-month period under this exemption. Companies must operate in the U.S., pass due diligence, and meet SEC requirements to list on Loupt Portal LLC.

Subscription funds are held by an escrow agent pending closing or termination of an offering. Investment summaries are for informational purposes and should be reviewed in detail in the investor document package. Loupt Portal LLC reserves the right to remove or reject securities offerings. Consulting with legal, tax, and financial advisors is strongly recommended. Loupt Portal LLC's non-removal of suspect offerings does not imply endorsement.

Accuracy of Information

You promise that all of the information you provide to us, at the Site or otherwise, will be true and accurate in all respects. If you learn that any of the information you have given to us is incorrect or inaccurate, you will notify us immediately.

Electronic Delivery

You consent to receive from the Company all communications including notices, agreements, legally required disclosures, or other information in connection with the Services electronically. The Company may provide the electronic notices by posting them on the Site. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.

Use of Site

You will use the Site only for the purpose for which it was intended, i.e., to provide the Service. You will not use the Site for any other purpose, whether personal or commercial. The Service is provided only for your own personal, non-commercial use, except as otherwise provided. You are responsible for all your activity in connection with the Service.

Code of Conduct

You will not:

• Upload, email, or otherwise transmit any images or other Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
• Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that person's consent.
• Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
• Post Content that is false, misleading, or inaccurate.
• Ask to sell your shares on any part of the Site.
• Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
• Transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
• Use the Service to artificially generate traffic or page links.
• Use the Service in a manner that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
• Use the Site in a manner that could disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site, such as through sending 'spam' email.
• Seek to obtain access to any materials or information through 'hacking,' 'data harvesting,' or through other means we have not intentionally made available to you through the Site.
• Use the Site to violate any law, statute, or regulation (including, without limitation, those governing securities regulation, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company's or its third-party providers' infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or 'spam' on the Service; or (v) use manual or automated software, devices, or other processes to 'crawl' or 'spider' any page of the Site.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

Our Obligation to Enforce Code of Conduct

We will enforce the Code of Conduct described above wherever we become aware of violations and deem enforcement to be necessary. However, we do not necessarily monitor the Site for violations and are not liable for any harm or damages caused to Users by another User's violation of the Code of Conduct. If you believe the Code of Conduct is being violated, please contact us.

Our Right to Monitor

We may monitor your use of the Site, including email, and other Content you transmit through the Site, (ii) remove, edit, or refuse to post Content, (iii) restrict access from certain websites or other resources, and (iv) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources. You cannot expect that communications through the Site will remain private.

Our Right to Terminate Use

We reserve the right, with or without notice, to terminate or suspend your access to some or all of the Site if we conclude, in our sole discretion, that you have breached our Code of Conduct or these Terms of Use.

The Role of the Company

If you are an Investor, you understand that the Company is a 'funding portal' as described in section 3(a)(80) of the Securities Exchange Act of 1934 and section 4A(a)(1)(B) of the Securities Act of 1933. This means, among other things, that:

• You cannot purchase securities of the Company on the Site, and you will not acquire any ownership interest in the Company by investing in an Issuer.
• The Company does not make any promises, representations, or recommendations about any of the Issuers. You have to decide whether to invest in Issuers on your own, based on information from the Issuers themselves.
• All the information about Issuers that you see on the Site has been provided by the Issuers themselves, not by the Company. The Company does not provide and is not responsible for any of the information about Issuers posted on the Site.
• Any contract you enter into with an Issuer is solely between you and the Issuer and does not involve the Company. The Company does not guarantee that any Issuer will satisfy its contractual obligations to you.
• The Company is not making any guarantees to you. If you lose all or part of your investment, you will not have a right to recover from the Company, except to the extent the Company is determined to be liable for your loss under Federal securities laws.
• Although the Company performs certain background checks on Issuers, and Issuers provide certain information about themselves on the Site, it is possible that (i) Issuers will be non-viable or even fraudulent, or (ii) Issuers will fail to provide all material information about themselves. We strongly suggest that before making any investment, you conduct your own investigation, together with professional advisors.

Investment Warnings

If you are an Investor, you understand that:

• Our Site offers Investors the opportunity to invest in businesses. However, we do not make recommendations whether a particular opportunity is appropriate for a particular Investor. We are not investment advisers. Investors must make their own investment decisions, either alone or with their personal advisors.
• Investing in small companies is risky and unpredictable. You should invest in opportunities listed at the Site only if you can afford to lose your investment.
• Everything you see about any investment opportunity on the Site is qualified in its entirety by the offering documents for that opportunity.
• Neither the SEC, FINRA, nor any state agency has reviewed the investment opportunities listed on the Site.

Our Right to Conduct Background Checks

By subscribing for any investment opportunity listed on the Site, you give us permission to conduct background checks on you - for example, credit checks, checks to ensure compliance with anti-terrorism and anti-money laundering laws, and other background checks we believe are necessary to comply with law or protect our interests or the interests of other Users.

Tracking Visits and Use

To improve the Site and for our own business purposes, we may compile records of your visits to the Site and/or your visits to or use of various elements of the Site (for example, how many investment opportunities you view). All of this information is confidential and subject to our Privacy Policy.

Disparagement

You will not disparage the Company, the Site, or any other User.

Submitting Content

On some parts of the Site, you may submit Content (such as by posting on blogs or discussion boards) subject to the following rules:

• You grant to us and other Users a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses your Content, and to sublicense the same rights to others, with or without compensation. No compensation will be paid to you for any such use.
• Your privacy is not protected with respect to any Content you submit, including your name, address, photographs, etc. We cannot guarantee that that other Users will use your Content in an appropriate or fair manner, or in a manner otherwise anticipated by you. Please use caution.
• You will be solely responsible for any damage or loss to any party caused by your Content.
• If you suggest improvements to the Site or our business, we may use your suggestions without acknowledging that they came from you or paying you for them.
• If you suggest improvements to any Issuer listed on the Site, the Issuer (or any other User) may use your suggestions without acknowledging that they came from you or paying you for them.
• The Company reserves the right, at any time, for any reason, and without notice, to block, remove, edit, or modify any Content you submit. The Company reserves the right not to comment on the reasons for any of these actions.

Ownership of Intellectual Property

The Company owns or has the legal right to use all of the intellectual property associated with the Site and the Services. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Site, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Site, and our logos, tag lines, and trade dress.

You have no interest in any of this intellectual property, other than the right (which we may terminate or suspend) to use the Site and the Services in accordance with these Terms and Conditions. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way.

In accordance with the Digital Millennium Copyright Act, the Company has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. The Company also may terminate User accounts even based on a single infringement.

Your Duty of Confidentiality

The term 'Confidential Information' means information (i) that is designated as 'Confidential' or 'Proprietary' at the time of disclosure or within a reasonable period thereafter, (ii) that is only available to Users who have registered at the Site, or (iii) a reasonable person would understand to be Confidential. Confidential Information includes:

• Our business policies and practices, strategic plans, pricing, financial information and projections, marketing information and strategies;
• The names of Users of the Site;
• Information relating to projects listed on the Site, including but not limited to financial projections, project details, and the names of project sponsors, borrowers, and investors; and
• Information received from third parties that we are obligated to treat as confidential.

You shall keep all Confidential Information in confidence, and not use Confidential Information for any purpose other than as contemplated by the Site. You will use at least the same degree of care in safeguarding Confidential Information as you use in safeguarding your own confidential information and trade secrets, such as your social security number and secret business plans.

Notwithstanding the preceding paragraph, you may disclose Confidential Information if you are required to do so by legal process (for example, by a subpoena), provided that you promptly notify us in advance so we can seek a protective order or other relief.

Your Duty of Non-Solicitation

During the period that begins on the first date you use the Site and ends two years after the last time you browse or use the Site:

• You will not contact any Issuer that you first learned of on the Site for any purpose other than to invest in the Issuer through the Site. For example, you will not contact an Issuer to learn about other offerings or to suggest that the Issuer seek capital elsewhere.
• You will not contact any employees of the Company or its affiliates in an effort to hire them yourself, or to persuade them to work for someone else or to terminate their employment by the Company.
• You will not contact any other Users in an effort to persuade them to use any competitive site, or to invest in any Issuers other than those listed on the Site, or to stop using the Site.

Third-Party Sites

To use the Services, you may be required to visit other websites. In addition, the Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site.

When you access third-party websites, you do so at your own risk. Those other websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource, or for any breaches of your personal information that occur through such third-party websites.

Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act

Federal law, through the Electronic Signatures in Global and National Commerce Act (ESIGN), alongside various state regulations like the Uniform Electronic Transactions Act (UETA), authorizes the formation of binding and enforceable contracts using electronic records and signatures. These regulations necessitate that businesses seeking to engage in electronic transactions with consumers obtain their consent to use electronic communications. When an Issuer or prospective Investor signs up on our platform, we ensure they agree to conduct transactions electronically and to retain electronic records as per ESIGN and UETA guidelines.

Your electronic signature on documents carries the same legal weight as a handwritten signature. These digital documents meet all legal standards for written records. By signing electronically, you affirm that you can access and keep a copy of these documents. You agree to review and understand these documents and to engage in electronic transactions. You are responsible for regularly checking the Site for any updates and agree not to challenge the admissibility or validity of the Site's electronic copy of this Agreement in any proceedings.

Although you consent to electronic communication, you retain the option to send communications via other methods without revoking your electronic consent. You can withdraw your consent for electronic communication at any time and request paper versions of documents. Loupt Portal LLC will take a reasonable time to implement these changes and may charge a fee for providing paper copies. By choosing electronic delivery, you confirm that you have a computer with internet access, an email address, and the capability to download, save, and/or print communications for record-keeping. You agree that you are solely responsible for maintaining the necessary equipment and services for online access.

Copyright Notifications

The Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify the Company's copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site, sufficient for the Company to locate the material;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify the Company's copyright agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):

• A physical or electronic signature of the user of the Services;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
• The subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person.

Under the Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.

Our designated copyright agent for notice of alleged copyright infringement is:

Mark Roderick, Esq.
Lex Nova Law LLC
10 E Stow Rd Suite 250
Marlton, NJ 08053
[email protected]
(856) 382-8402

Disclaimer of Warranties

THE SERVICE IS PROVIDED 'AS IS' AND 'AS AVAILABLE' AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Without limiting the preceding paragraph, the Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that (i) the Service will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Similarly, we also expressly disclaim any and all warranties on behalf of our third-party suppliers and service providers.

Data Breaches

Although we will try to protect the privacy of the information you provide to us, we cannot guaranty that our systems will not be breached, just as the systems of large retailers, banks, and even governmental agencies have been breached.

In addition, to when you use our Services you might be required or permitted to visit other websites. We take no responsibility for the security of their systems. See 'Third Party Sites' above.

Limitations of Liability

IN NO EVENT SHALL THE COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

The Foregoing Disclaimers And Limitations Of Liability Are Not Intended To Limit The Liability Of Any Person Under The Federal Securities Laws.

Indemnity

You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates' employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

Your Disputes with Other Users

You will not include us in any dispute you have with another User.

Assignment

You may not assign any part of your interest in this Agreement, or transfer your User account to another person.

The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Delaware and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over the Company or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than Delaware.

Mandatory Arbitration

You agree that:

• Any claim, dispute, or controversy arising out of, relating to, or connected in any way with the Site or our Services, Privacy Policy, or Terms of Use that you may have against the Company, other than Excluded Claims (as defined below), shall be resolved exclusively by arbitration, rather than through the court system.
• Any claim we may have against you arising out of your activities with respect to the Site, other than Excluded Claims (as defined below), shall similarly be resolved exclusively by arbitration.
• The arbitration shall be conducted in accordance with and pursuant to the arbitration procedures of FINRA, as long as all of the claims (other than Excluded Claims) are eligible to be arbitrated in accordance with such procedures. If some or all of the claims (other than Excluded Claims) are not eligible to be arbitrated in accordance with FINRA procedures, then the arbitration shall be conducted and administered by the American Arbitration Association ('AAA') and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ('Rules and Procedures') (available at http://www.adr.org).
• The arbitration shall be held in Wilmington, Delaware or at another location that you and we select by mutual agreement.
• There shall be no authority for any claims to be arbitrated on a class or representative basis. The arbitrator is authorized to decide only your or our individual claims; and he or she shall not consolidate or join the claims of other persons or parties who may be similarly situated. We refer to this as the 'Individual-Claims-Only Requirement.'

The term 'Excluded Claims' means:

• A claim where we allege that you have infringed upon our intellectual property or the intellectual property of any third party.
• Claims arising from your investment in a specific opportunity.
• Claims explicitly covered by another agreement, such as an Investment Agreement or a Limited Liability Company Agreement.
• Claims between you and another User.
• Any claim of any nature, if the Individual-Claims-Only Requirement is determined to be invalid.

Excluded Claims may be subject to arbitration if, and only if, a separate agreement is provided. Otherwise, Excluded Claims shall be adjudicated through the court system.

Survival of Terms

This Agreement shall continue to apply even if you are no longer a User.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be deleted and the remaining provisions shall be enforced, as long as each party can obtain substantially all of the benefits contemplated initially. h1s are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our rights with respect to subsequent breaches.

Contact Information

If you have any questions about this Agreement, the Site, or the Services, please contact us at [email protected].