VerifyInvestor.com TERMS OF SERVICE

Last updated: March 22, 2023

These Terms of Service (the “Terms”) set forth the conditions upon which Verify Investor, Inc. (hereinafter, “VerifyInvestor.com,” “us,” “we,” or “our”) permits you to use www.verifyinvestor.com (our “Website”) and the services we provide through our Website (together, the “Service”).

In these Terms, “you,” “your,” and “yours” refers to you, as an individual user of the Service or, if you are acting on behalf of an entity or organization, that entity or organization.

PLEASE CAREFULLY READ THESE TERMS. THESE TERMS CREATE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND VERIFYINVESTOR.COM. THESE TERMS CONTAIN:

1. AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY (SECTION 20);
2. YOUR RIGHTS TO OPT OUT OF RESOLVING DISPUTES IN MANDATORY ARBITRATION (SECTION 20);
3. PROVISIONS THAT LIMIT VERIFYINVESTOR.COM’S LIABILITY TO YOU (SECTION 18);
4. ADDITIONAL TERMS THAT APPLY TO REQUESTING PARTIES (SECTION 11); AND
5. ADDITIONAL TERMS THAT APPLY TO VERIFICATION PARTIES (SECTION 12).

YOUR BREACH OF ANY PROVISION OF THESE TERMS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SERVICE.

By accessing or using the Service or by clicking a box that states that you “accept” or “agree” to these Terms, you accept and agree to be legally bound, without limitation or qualification, by these Terms. If you do not accept any of these terms, VerifyInvestor.com is not willing to provide you access to the Service and you are prohibited from using the Service.

1. ABOUT THE SERVICE.

The Service is designed to provide you with information and services to assist in verifying whether a potential verification party is an accredited investor, a qualified purchaser, or a qualified client or other diligence or verification services.

As a general user of the Service or as a “Verification Party” and/or a “Requesting Party.”

• You are a “Verification Party” if you use the Service to verify your status as an accredited investor, qualified purchaser, or qualified client or other diligence or verification services.
• You are a “Requesting Party” when you use the Service to verify the status of a Verification Party that is not you.

Unless otherwise stated, all terms and conditions contained in these Terms apply to you regardless of whether you are a Verification Party, Requesting Party, or general user of the Service. If you access the Service on behalf of a spouse, a third party or you are an agent, you must comply with the provisions in Section 7 of these Terms.

Each verification of a Verification Party’s status as an accredited investor, qualified purchaser, or qualified client is completed by a licensed attorney or other reviewer engaged by us (each a “Reviewer”). You understand and agree that Reviewers will determine, in their sole and reasonable discretion, whether to verify the status of a Verification Party as an “accredited investor,” a “qualified purchaser,” a “qualified client”, or other designation as appropriate. Any determination a Reviewer makes in verifying the status of a Verification Party is final. You acknowledge and agree that your use of the Service does not establish any attorney-client relationship between you and either VerifyInvestor.com or any of its affiliates or any Reviewer.

All references to “accredited investor” mean “accredited investor” as defined in Rule 501 of Regulation D of the Securities Act of 1933; all references to “qualified purchaser” mean “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940; and all references to “qualified client” mean “qualified client” as defined in Rule 205-3 of the Investment Advisers Act of 1940.

THE INVESTMENT COMPANY ACT OF 1940 AND THE INVESTMENT ADVISERS ACT OF 1940 DO NOT PROVIDE A SAFE HARBOR IN THE EVENT AN ISSUER FAILS TO ESTABLISH THE STATUS OF AN INVESTOR AS A QUALIFIED PURCHASER OR A QUALIFIED CLIENT, RESPECTIVELY. FURTHERMORE, THE SEC HAS NEVER PROVIDED GUIDANCE AS TO WHAT CONSTITUTES AN ADEQUATE INQUIRY TO VERIFY THAT AN ISSUER HAS A “REASONABLE BELIEF” AS TO INVESTOR STATUS AS A “QUALIFIED PURCHASER” UNDER THE INVESTMENT COMPANY ACT OF 1940 OR A “QUALIFIED CLIENT” UNDER THE INVESTMENT ADVISERS ACT OF 1940.

2. NO LEGAL OR PROFESSIONAL OR OTHER OPINION.

NEITHER VERIFYINVESTOR.COM NOR ANY OF ITS AFFILIATES PROVIDE LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL SERVICES, HOLDS ITSELF OUT AS PROVIDING OR CREATES ANY EXPECTATION OR IMPLICATION OF PROVIDING ANY OF THE FOREGOING, OR RENDERS ANY LEGAL, ACCOUNTING OR OTHER PROFESSIONAL OPINIONS OR ADVICE. LICENSED PROFESSIONALS MAY SEPARATELY PROVIDE LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL SERVICES USING THE TECHNOLOGY PROVIDED BY OUR SERVICE, AND THOSE PROFESSIONALS MAY ALSO RENDER LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL OPINIONS OR ADVICE INDEPENDENT OF THE SERVICE. THE REVIEWERS OWE NO OBLIGATION TO YOU AND ARE NOT PROVIDING YOU WITH ANY LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE OR SERVICES. YOU WILL NOT REQUEST, AND YOU ACKNOWLEDGE YOU ARE NOT RECEIVING, ANY LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE AS PART OF THE SERVICE. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO CONSULT WITH INDEPENDENT COUNSEL REGARDING YOUR USE OF THE SERVICE OR ANY OTHER RELATED MATTERS WHEN YOU DETERMINE YOU ARE IN NEED OF LEGAL OR ANY OTHER PROFESSIONAL ADVICE.

3. ELIGIBILITY.

You may only access and use the Service if you are 18 years of age or older and meet the other eligibility requirements specified in these Terms. If you do not meet any of the requirements for the Service, you may not access or use the Service.

4. INTERNATIONAL USE.

The Service is hosted and operated within and from the United States of America. We do not represent or warrant that the Service will be appropriate or available for use in locations outside the US. If you access the Service from a location outside the US, you acknowledge and agree that you do so of your own volition and at your own risk and that you are solely and entirely responsible for complying with all applicable local laws and regulations.

5. VERIFYINVESTOR.COM RIGHTS.

5.1. Reservation of Rights. You acknowledge and agree that we reserve the right to: (i) discontinue the Service (in whole or in part), at any time and with or without reason; and (ii) suspend or disable your Account and your access to the Service, if we determine, in our sole judgment, that you are in violation of these Terms or any applicable law or that your use of the Service may expose VerifyInvestor.com to liability of any kind or may adversely affect the reputation or goodwill of VerifyInvestor.com.

5.2. Intellectual Property Ownership. The Service and all rights, title and interest (including, without limitation, all copyrights, moral rights, trademark rights, trade dress rights, trade secret rights, patent rights, and all other intellectual property or proprietary rights) and any additions, improvements, updates and modifications thereto, are the property of VerifyInvestor.com and/or its licensors; provided, however, that, subject to revocation at our sole discretion at any time, you may display the VerifyInvestor.com trademark for marketing purposes. Other than a limited license to use as specified in Section 8 of these Terms, you receive no ownership interest in or to the Service and you are not granted any right or license to use the Service’s underlying content, software, or other technology, apart from your ability to access the Service under these Terms. Any unauthorized use or exploitation of the property of VerifyInvestor.com or its licensors is strictly prohibited and may result in civil and/or criminal penalties. VerifyInvestor.com or its licensors reserve all rights not expressly granted herein. There are no implied rights or licenses granted to you under these Terms.

6. YOUR ACCOUNT

6.1. Account Creation. You must register for an account (“Account”) in order to use the Service as a Verification Party or Requesting Party. When creating or updating an Account, you are required to provide VerifyInvestor.com with certain information that can be used to identify you, such as your name, e-mail address, and, in some cases, payment information. You represent and warrant that all information you supply to VerifyInvestor.com will be accurate and complete and that you keep such information current (or cause it to be kept current) through the Service.

6.2. Account Access. During the Account creation process, you will be asked to provide your email address, which you will use as your username for your Account. You will also be required to create a password, which, together with your username, we refer to as your “Login Information”. The following rules govern the security of your Login Information:

• You will not share your Account or your Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;
• If you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of your Login Information, you must immediately notify VerifyInvestor.com and modify your Login Information;
• You are solely responsible for maintaining the confidentiality of your Login Information, and you will be responsible for all uses of your Login Information and Account, including purchases, whether or not authorized by you; and
• You are responsible for any activities associated with your Account and agree that all acts and omissions associated with your Account will be treated as if they are your own acts and omissions.

6.3. Cancellation of Your Account. You may discontinue using the Service and your Account at any time. If you also wish to disable access to your Account, you may do so at any time by following the instructions on VerifyInvestor.com. If you cancel your Account, it will be treated as if your Account was disabled. Upon cancellation of an Account, no further verification requests will be accepted and all verification requests in process will be completed. You may not cancel a verification request once it has been submitted. For additional information on the effect of canceling your Account, see Section 16 . If we or you cancel your Account, we will maintain your Personally Identifiable Information in accordance with our Privacy Policy.

7. ACTING ON BEHALF OF A SPOUSE OR AS AN AGENT FOR ENTITY OR THIRD PARTY.

If you are submitting information of or about your spouse or as an agent for an entity or third party (such spouse, entity or third party is referred to as a “Represented Party”) or are entering into these Terms on behalf of a Represented Party, you represent and warrant that you have the right and authority to act on behalf of such Represented Party and to submit such information to VerifyInvestor.com.

8. YOUR USE OF THE SERVICE.

8.1. Our License to You. Subject to your agreement and continuing compliance with these Terms, VerifyInvestor.com will permit you and individuals who work for you to access and use the Service solely for your own internal and personal purposes. You agree not to use the Service for any other purpose. You will ensure that individuals working for you comply with these Terms.

8.2. Prohibited Conduct. You agree that you will not, under any circumstances:

• Engage in any act that VerifyInvestor.com deems to be in conflict with the spirit or intent of the Service, including but not limited to circumventing or manipulating these Terms;
• Use the Service in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
• Without VerifyInvestor.com’s express written consent, modify or cause to be modified any part of the Service;
• Use the Service in a manner that could damage, disrupt, overburden, or impair the Service, impact the enjoyment of the Service by any other person, or aid or assist in damaging, disrupting, overburdening, or impacting any computer or server used to offer or support the Service (each a “Server”);
• Institute, assist, or become involved in any type of attack, including without limitation distribution of viruses, adware, trojan horses, spyware, worms or other malicious code (“Viruses”), denial of service attacks upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;
• Access or attempt to access the Service except as expressly provided in these Terms or otherwise attempt to gain unauthorized access to the Service, Accounts registered to others, or to the computers, Servers, or networks connected to the Service, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is intended to restrict access to any part of the Service;
• Post, distribute or make available through the Service any material or information that is confidential information of anyone other than yourself or persons or entities that have so authorized you, infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other rights of any person or entity, or impersonates any other person or entity;
• Transmit unauthorized communications through the Service;
• Interfere or attempt to interfere with the hosting or proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms;
• Engage in the unauthorized access of Accounts not owned by you;
• Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a Server, or the Service, whether through the use of a network analyzer, packet sniffer or other devices;
• Make any automated use of the Service, use any automated scripts to collect information from or otherwise interact with the Service, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• Bypass any robot exclusion headers or other technological measures we take to restrict access to the Service or to protect the Service from unauthorized or burdensome use;
• Use, facilitate, create, or maintain any unauthorized connection to the Service, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Service or (2) any connection using programs, tools, or software not expressly approved in writing by VerifyInvestor.com;
• Copy, modify or distribute rights or content from any VerifyInvestor.com site or VerifyInvestor.com’s copyrights or trademarks or use any method to copy or distribute the content of the Service except as specifically allowed in these Terms;
• Collect, harvest or post anyone’s personally identifiable information through the Service, including any identification documents or financial information;
• Alter, modify, reproduce, or create derivative works of the Service;
• Distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Service or otherwise make the Service available to any third party;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Service; or
• Monitor the availability, performance, or functionality of the Service.

8.3. User Interactions; Release. You are solely responsible for your interactions with other users and any other third parties with whom you interact through the Service. VerifyInvestor.com reserves the right, but has no obligation, to become involved in any way with these disputes. If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

8.4. Violation of Terms. Any use of the Service in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited right to access and use the Service, including disabling your Account and Login Information, and may subject you to liability for violations of law.

9. YOUR CONTENT.

9.1. Your Content. “Your Content” means any and all data, information, and other content that you submit to the Service or transmit through the Service, that others transmit to you through the Service, or that you otherwise obtain from other users through the Service. By submitting or transmitting Your Content while using the Service, you represent, warrant, and covenant that you have all necessary rights, permissions, consents, and authorities, including from any other users or other third parties, to engage in such transmission or submission and to grant us the right to utilize Your Content as permitted by these Terms. You further represent, warrant, and covenant that all of Your Content is: (a) current, complete, accurate, and not fraudulent (and that you will maintain Your Content as current, complete, and accurate); (b) not in violation of any laws, contractual restrictions or the rights of any third party; and (c) free of Viruses.

9.2. Rights in Your Content. You hereby grant VerifyInvestor.com a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, sublicensable license to copy, reproduce, adapt, modify, translate, create derivative works of, publish, sell, have sold, transmit, distribute, display, perform, and use and practice, in any way now known or in the future discovered Your Content as well as all modifications and derivative works thereof. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in Your Content.

9.3. Feedback. If you provide VerifyInvestor.com with any feedback or suggestions regarding our business, the Service, or improvements thereto (“Feedback”), you agree to and hereby assign to VerifyInvestor.com all rights in the Feedback and agree that VerifyInvestor.com shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting or other obligation to you. VerifyInvestor.com will treat any Feedback you provide us as non-confidential and non- proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

9.4. Responsibility for Your Content. You are solely responsible for Your Content. VerifyInvestor.com assumes no responsibility over your submission of Your Content and assumes no responsibility for monitoring the Service for inappropriate content or conduct. VerifyInvestor.com does not guarantee the truthfulness, accuracy, reliability or quality of Your Content or content posted on the Service by other users.

9.4.1. Your Content May Be Monitored. We do not, and cannot, pre-screen or monitor all of Your Content. However, at our discretion, our representatives or technology may monitor and/or record your interaction with the Service or communications (including without limitation chat text) when you are using the Service. If at any time VerifyInvestor.com chooses, in its sole discretion, to monitor the Service, VerifyInvestor.com nonetheless assumes no responsibility for Your Content and assumes no obligation to modify or remove any inappropriate content. VerifyInvestor.com may, in its sole discretion, reject, refuse to post, edit or delete any of Your Content for any or no reason, including, but not limited to, Your Content that in the sole judgment of VerifyInvestor.com violates these Terms. VerifyInvestor.com reserves the right to limit the storage capacity of Your Content that you post on, through, or in connection with the Service.

10. DETERMINATION OF DILIGENCE PARTY STATUS.

10.1. Submission of Verification Party Information. Information regarding a Verification Party may be submitted directly by the Verification Party or by a Requesting Party on behalf of the Verification Party. You acknowledge and agree that any information, data, or other content regarding any Verification Party that you submit to or transmit through the Service (either on your own behalf as a Verification Party or as a Requesting Party) is Your Content and may be treated by VerifyInvestor.com as Your Content under these Terms.

10.2. Accuracy of Verification Party Information. We are entitled to and may evaluate all information submitted regarding any Verification Party as if such information is accurate and complete. You acknowledge and agree that we are not required to make, and shall not be deemed have made, any attempt to independently verify the accuracy or completeness of such information.

10.3. Not a Registered Broker-Dealer. Without limiting the foregoing, you acknowledge that VerifyInvestor.com is not a registered broker-dealer, funding portal, underwriter, investment bank, or investment advisor and the Service and other obligations of VerifyInvestor.com do not require that VerifyInvestor.com engage in any conduct that would require such registration in any jurisdiction.

10.4. No Brokerage Services. Neither VerifyInvestor.com nor any third party engaged by VerifyInvestor.com to provide or deliver any part of the Service provides, and the Service does not offer or include, any brokerage services. VerifyInvestor.com takes no part in the solicitation of, or any evaluation of the suitability of any Verification Party with respect to, any investment or transaction whether in or in connection with any Requesting Party or otherwise. Any broker-dealer, investment advisory, or other services offered by third-parties (including by affiliates of VerifyInvestor.com) that are utilized by you or any other user are separate and apart from the Service or other obligations performed by or on behalf of VerifyInvestor.com under these Terms.

11. ADDITIONAL TERMS APPLICABLE TO REQUESTING PARTIES.

11.1. Applicability. The terms in this Section 11 apply to you when you are using the Service as a Requesting Party.

11.2. Dependence Upon Verification Party Information. We are not responsible for verifying the status of any person or entity as an accredited investor, qualified purchaser, or qualified client or other diligence or verification services if a verification request is not created for such person or entity and such person or entity does not use the Service to provide information requested by the Service for a Verification Party.

11.3. Reasonable Belief. If you use the Service to submit or transmit content regarding any Verification Party for purposes of verifying that the Verification Party is a qualified purchaser or qualified client, you represent and warrant that you reasonably believe that the Verification Party is a qualified purchaser or qualified client at the time you submit or transmit such Content to the Service.

11.4. Verification Party Information. If you use the Service to submit or transmit information, data, or other content regarding any Verification Party or other user besides yourself, or if you use the Service to obtain any information, data, or other content from or about any Verification Party or other users besides yourself, you covenant and agree that you will not take any actions with such information, data, or content without obtaining all necessary rights and permissions from such Verification Party or other user to avoid you breaching any agreement with or violating the rights of such Verification Party or other user. You acknowledge and agree that we are not responsible for obtaining any such rights or permissions from any Verification Party or other user on your behalf regarding your use of any information, data, or content you obtain about any Verification Party or other user through the Service.

11.5. Contact. If you use the Service to ask us to contact any third party as a potential Verification Party, you grant us all necessary rights and permissions to contact such potential Verification Party. You represent and warrant that any such potential Verification Party has previously contacted you for the purpose of possibly purchasing securities or conducting another transaction with you and that such potential Verification Party has consented to be contacted by VerifyInvestor.com for the purpose verifying such potential Verification Party’s status as an accredited investor, qualified purchaser, qualified client, or other designation as appropriate.

12. ADDITIONAL TERMS APPLICABLE TO VERIFICATION PARTIES.

12.1. Applicability. The terms in this Section 12 apply to you if you are using the Service as a Verification Party.

12.2. Suitability of Investment or Transaction. You understand and agree that we do not make any representations or provide any advice regarding the suitability of any investment or potential investment or other transaction for any Verification Party, including any investment or potential investment or transaction within a Requesting Party.

12.3. Investments. We do not act as an agent or representative of any Requesting Party, and any transactions you make regarding the purchase of securities in a Requesting Party do not involve VerifyInvestor.com.

13. REPRESENTATIONS AND WARRANTIES GENERALLY.

You represent and warrant that: (1) you have the legal right and authority to enter into these Terms; (2) these Terms form a binding legal obligation on your behalf; (3) you have the right to perform your obligations under these Terms and to grant the rights and licenses described herein; and (4) your use of and access to the Service, including, without limitation, Account information, Your Content, and any other data or information you may provide or generate through your use of or access to the Service, will comply with all applicable laws, rules, and regulations and will not cause VerifyInvestor.com itself to violate any applicable laws, rules, and regulations or any rights of any other user or third party. If you use the Service and are acting as an employee or agent of a non- individual entity, you represent and warrant that you have all necessary power, right, and authority to cause such entity to be bound by these Terms.

14. FEES.

You agree to pay all fees and applicable Taxes incurred by you or anyone using your Account. VerifyInvestor.com may revise the pricing for the Service at any time. YOU ACKNOWLEDGE THAT VERIFYINVESTOR.COM IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED PRODUCTS AND SERVICES (INCLUDING A VERIFICATION REQUEST THAT IS UNCLAIMED, EXPIRED, CANCELED, COMPLETED, OR DISABLED) OR WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

You represent to VerifyInvestor.com and our third party payment processor that you have the right to use any credit card or other means of payment that you provide to us and that all billing information you provide is truthful and accurate. You assume exclusive liability for any and all taxes, tariffs, fees, duties, withholdings or like charges, whether domestic or foreign, now imposed or hereafter becoming effective (“Taxes” ) related to the Service and your purchases from VerifyInvestor.com (other than Taxes based on the net income of VerifyInvestor.com), including without limitation, federal, provincial, state and local Taxes, value-added Taxes, goods and services Taxes, stamp, documentary, excise or property Taxes, duties and other governmental charges. You shall pay for the Service at the current prices. You hereby authorize us to charge your credit card account for all payments when due. In the event the credit card account you provide us expires or is terminated, you will promptly furnish us with valid replacement credit card account information, which we are then authorized to charge in accordance with these Terms. In the event any such credit card charges are rejected, dishonored, or reversed, you agree to promptly pay the applicable charges upon demand.

In the event we are required to respond to a subpoena or other formal request from a third party or a government agency for our records or other information relating to services we have performed for you, or testify by deposition or otherwise concerning such services, you will reimburse us for our time and expense incurred in responding to any such demand, including, but not limited to, reasonable lawyers and other professional fees, time and expense incurred in search and photocopying costs, reviewing documents, appearing at depositions or hearings, and otherwise litigating issues raised by the request.

15. SERVICE UPDATES.

You understand that the Service undergoes frequent changes. You acknowledge and agree that VerifyInvestor.com may update the Service without notifying you. You may cease using the Service if you do not agree to any modification, however, you will be deemed to have agreed to any modifications through your continued use of the Service. VerifyInvestor.com also reserves the right to discontinue or stop offering the Service at which point your Account and your right to access and use the Service may be automatically disabled.

16. TERMINATION AND SUSPENSION.

16.1. Termination or Suspension by VerifyInvestor.com. We may terminate these Terms and/or disable your Account and your right to access or use the Service and any of Your Content at any time, for any reason or no reason, in our sole discretion, with or without notice to you. We also reserve the right to suspend or limit your access to your Account and the Service for any reason or no reason, in our sole discretion, with or without notice to you. During any such suspension, you may not access or use the Service, your Account, or any of Your Content.

16.2. Effect of Cancellation, Termination or Disabling. Upon termination or cancellation of these Terms or disabling of your Account for any reason:

• All rights granted to you under these Terms will terminate;
• You will cease all use of and access to the Service, your Account, and all of Your Content;
• You will cease use of, disable and/or delete any of Your Content you have downloaded prior to termination;
• We may retain any and all of Your Content;
• We will be under no obligation or duty to provide you with any copies of Your Content, any other information you have provided to the Service, or access to any content already submitted to the Service;
• All fees or other amounts incurred through your Account or which you have otherwise incurred under this Agreement will become payable;
• We shall not be required to provide refunds, benefits or other compensation to you in any form; and
• We may, in our sole discretion, disable your Account.

16.3. Survival. Following any termination or the suspension or deactivation of your Account or these Terms, you will continue to be bound by these Terms, which, by their nature, survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

16.4. No New Accounts. If we terminate these Terms, or during any suspension of your access to the Service or your Account, you may not attempt to access or use the Service or to create any new Account, whether by agreeing to these Terms again or by otherwise accessing or using the Service, unless or until we have provided you with our separate written permission for you to do so. Any attempt you may make to agree to these Terms following termination, or during any suspension, is hereby rejected by VerifyInvestor.com.

17. DISCLAIMERS.

By using the Service, you acknowledge and agree as follows:

• NO WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; PROVIDED, HOWEVER, THAT, WE WARRANT THAT ACCREDITED INVESTOR VERIFICATION LETTERS OBTAINED THROUGH VERIFYINVESTOR.COM ARE LEGALLY COMPLIANT WHEN THE SERVICE IS PROPERLY USED.
• UNINTERRUPTED OR ERROR FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER VERIFYINVESTOR.COM NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “VERIFYINVESTOR.COM PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
• INVESTMENTS. VERIFYINVESTOR.COM DOES NOT ACT AS AN AGENT FOR ANY PARTY USING THE SERVICE. ANY INVESTMENT DECISIONS AND SECURITIES PURCHASE TRANSACTIONS INVOLVING A REQUESTING PARTY AND VERIFICATION PARTY DO NOT INVOLVE VERIFYINVESTOR.COM AS A PARTY AND MUST BE ARRANGED DIRECTLY BETWEEN A REQUESTING PARTY AND A VERIFICATION PARTY.
• SECURITY AND CONFIDENTIALITY. THOUGH THE SERVICE IS DESIGNED TO ALLOW VERIFICATION PARTIES TO REDACT INFORMATION OF THEIR CHOOSING AND TO ALLOW CERTAIN INFORMATION SUBMITTED BY USERS TO BE INACCESSIBLE TO REVIEWERS, OTHER USERS, AND THIRD PARTIES, YOU EXPRESSLY ACKNOWLEDGE THAT VERIFYINVESTOR.COM CANNOT GUARANTEE THAT A PARTY WHO IS UNAUTHORIZED TO VIEW OR ACCESS INFORMATION YOU SUBMIT WILL BE PREVENTED FROM VIEWING OR ACCESSING SUCH INFORMATION IF THE SERVICE OR THE SERVERS, SOFTWARE, HARDWARE OR SYSTEMS USED TO PROVIDE THE SERVICE (“SERVICE SYSTEMS”) ARE HACKED OR SOMEONE ENGAGES IN UNAUTHORIZED ACCESS TO THE SERVICE SYSTEMS. IN ORDER TO PROVIDE THE SERVICE, THE SERVICE DOES DISPLAY CERTAIN INFORMATION YOU PROVIDE TO REVIEWERS BUT THE SERVICE ALLOWS A USER TO DESIGNATE THAT CERTAIN OF THE INFORMATION THEY PROVIDE TO VERIFYINVESTOR.COM NOT BE DISPLAYED TO REVIEWERS. FAILURE ON THE PART OF A USER TO USE THE FEATURES REFERENCED IN THE PREVIOUS SENTENCE MAY RESULT IN A USER’S CONFIDENTIAL OR PERSONALLY IDENTIFIABLE INFORMATION BEING DISCLOSED TO OTHER REVIEWERS AND VERIFYINVESTOR.COM IS NOT RESPONSIBLE FOR ANY HARM THAT MAY RESULT FROM SUCH DISCLOSURE.

18. LIMITATIONS OF LIABILITY.

By using the Service, you acknowledge and agree as follows:

• NO LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). THE VERIFYINVESTOR.COM PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, FINES OR PENALTIES, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON THE BASIS OF WHICH ANY CLAIM FOR DAMAGES IS BROUGHT, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT OR STATUTE, EVEN IF THE APPLICABLE VERIFYINVESTOR.COM PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE VERIFYINVESTOR.COM PARTIES’ LIABILITY UNDER OR IN RESPECT OF THESE TERMS EXCEED THE EQUIVALENT OF ONE (1) MONTH OF FEES PAID FOR THE SERVICE DURING THE ONE (1) MONTH PERIOD PRECEDING THE LIABILITY.
• NOT LIABLE FOR CONDUCT OF THIRD PARTIES. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE VERIFYINVESTOR.COM PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE VERIFYINVESTOR.COM PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF THIRD PARTY SERVICES, AND THAT THE RISK OF THE SERVICE AND THIRD PARTY SERVICES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
• SOME LIMITATIONS ON LIABILITY NOT APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE NOTHING IN THESE TERMS WILL LIMIT ANY LIABILITY WHICH CANNOT BE LEGALLY LIMITED BY APPLICABLE LAW, INCLUDING LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; AND (III) BREACH OF TERMS IMPLIED BY APPLICABLE LAW.

19. INDEMNIFICATION

You agree to defend, indemnify and hold the VerifyInvestor.com Parties harmless from any claims, losses, damages, liabilities, and costs, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms or applicable law, or any breach of the representations, warranties, and covenants made by you herein. VerifyInvestor.com reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify VerifyInvestor.com, and you agree to cooperate with VerifyInvestor.com’s defense of these claims. VerifyInvestor.com will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it, but failure to notify shall not impact your obligations under this Section. You agree that the provisions in this paragraph will survive any disabling of your Account or of the Service.

20. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER.

20.1. General. If a dispute arises between you and VerifyInvestor.com, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and VerifyInvestor.com agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or our Services (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly, through our contact page, to seek resolution of your dispute. Other than those matters listed in Section 20.2 , you and VerifyInvestor.com agree to seek resolution of the dispute only through arbitration of that dispute in accordance with the terms of this Section 20 , and not litigate any dispute in court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

20.2. Exclusions from Arbitration. YOU AND VERIFYINVESTOR.COM AGREE THAT ANY CLAIM (a) FILED BY YOU OR BY VERIFYINVESTOR.COM IN SMALL CLAIMS COURT OR (b) BY VERIFYINVESTOR.COM RELATED TO PROTECTION OF VERIFYINVESTOR.COM OR ANY VERIFYINVESTOR.COM LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 20 .

20.3. Right to Opt-out of Binding Arbitration and Class Action Waiver within 30 Days. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION 20 , YOU MUST NOTIFY VERIFYINVESTOR.COM IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THESE TERMS. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO: VERIFYINVESTOR.COM TERMS ADMINISTRATOR, 13701 RIVERSIDE DRIVE, SUITE 300, SHERMAN OAKS, CA 91423, WITH A COPY TO 299 S MAIN STREET, SUITE 2270, SALT LAKE CITY, UT 84111, ATTENTION: LEGAL DEPARTMENT, AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, AND (3) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH VERIFYINVESTOR.COM THROUGH ARBITRATION.

20.4. Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS SUCH A RIGHT TO CLASS ACTION IS PROVIDED BY APPLICABLE LAW, OR BOTH YOU AND VERIFYINVESTOR.COM SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

20.5. Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or VerifyInvestor.com elect to resolve your dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association (“AAA”), www.adr.org. The terms of this Section 20 govern in the event they conflict with the rules of the arbitration organization selected by the parties.

20.6. Arbitration Procedures. Because the software and/or service provided to you by VerifyInvestor.com concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, applicable federal or state law may also apply to the substance of any disputes. For claims of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”) shall apply, including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA’s Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to and negotiated in good faith with VerifyInvestor.com as described above, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to VerifyInvestor.com or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

20.7. Location of Arbitration. You or VerifyInvestor.com may initiate arbitration in either New York, New York (Borough of Manhattan) or the county in which you reside. In the event that you select the county of your residence, VerifyInvestor.com may transfer the arbitration to New York, New York (Borough of Manhattan) in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location as determined by the arbitrator.

20.8. Severability. If any clause within this Section 20 (other than the Class Action Waiver clause of Section 20.4 ) is found to be illegal or unenforceable, that clause will be severed from this Section 20 , and the remainder of this Section 20 will be given full force and effect. If the Class Action Waiver (Section 20.4 ) clause is found to be illegal or unenforceable, this entire Section 20 will be unenforceable, and the dispute will be decided by a court and you and VerifyInvestor.com each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

20.9. Governing Law and Venue. These Terms will be governed and construed in accordance with the laws of the State of New York without giving effect to any principles that may provide for the application of the law of any other jurisdiction. Subject to the Dispute Resolution Section above, each party will bring any action or proceeding arising from or relating to the Agreement exclusively in a federal or state court located in New York, New York (Borough of Manhattan). You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by VerifyInvestor.com. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof.

20.10. Continuation. This Section 20 shall survive any termination of the Terms.

21. PRIVACY

VerifyInvestor.com will use your personally identifiable information only as set out in our Privacy Policy for the Service or as otherwise disclosed to you at the time of collection. Our Privacy Policy is located at https://www.verifyinvestor.com/privacy.

22. ELECTRONIC COMMUNICATIONS.

When you use the Service, you are communicating with us electronically, and you consent to receiving communications from us electronically, including emails and messages through the Service, including messages posted to your Account. You acknowledge and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that the same be in writing.

23. UPDATES TO THE TERMS.

VerifyInvestor.com reserves the right, at our discretion, to change, modify, add or remove portions of these Terms at any time by posting the amended Terms through or on the Service. You agree that the party submitting contact information when registering for the Service will have been deemed to have received notice of changes or updates to Terms on your behalf when such notices have been sent using such contact information. You may also be given additional notice, such as an e-mail message or messaging within the Service, of any changes. You will be deemed to have accepted such changes by continuing to use the Service after the posting or delivery of notice of amended Terms. VerifyInvestor.com may also revise other policies, codes or rules at any time, and the new versions will be available on the Service.

24. FORCE MAJEURE.

VerifyInvestor.com shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of VerifyInvestor.com, including without limitation any failure to perform hereunder due to unforeseen circumstances, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

25. GENERAL PROVISIONS.

If any provision of these Terms is deemed invalid, illegal or unenforceable by a court of competent jurisdiction, the invalidity, illegality or unenforceability of such provision shall not affect the remaining provisions of these Terms, all of which shall remain in full force and effect. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and VerifyInvestor.com’s failure to assert any right under these Terms or to enforce any provision of these Terms shall not be deemed a waiver of such right or provision. VerifyInvestor.com may assign its rights and obligations under these Terms to any third party at any time without notice to you. These Terms will be binding upon and inure to the benefit of the parties and their respective successors, heirs, trustees, administrators, and assigns. These Terms contain the final and entire agreement of the parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the subject matter hereof.

26. CONTACT US

You may contact us at:

VerifyInvestor.com Terms Administrator
6136 Frisco Square Blvd, Suite 400, #414
Frisco, TX 75034

with a copy to:

299 S Main Street
Suite 2270
Salt Lake City, UT 84111
Attention: Legal Department.