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Terms of Use

PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY. THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND EQUITYZEN INC. ("EQUITYZEN").

THE TERM "YOU" MEANS YOU AND ANY ENTITY OR PERSON YOU MAY LAWFULLY REPRESENT OR ADVISE IN CONNECTION WITH THE USE OF THE SERVICE, AND "YOUR" HAS THE CORRELATED MEANING.

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF ANY EQUITYZEN SERVICE OR TECHNOLOGY, INCLUDING BUT NOT LIMITED TO ALL DOMAINS AND SUBDOMAINS OF EQUITYZEN’S WEBSITE AT HTTPS://EQUITYZEN.COM (THE "SITE"), EQUITYZEN’S APPLICATION ("APPLICATION"), AND ALL OF THE ASSOCIATED SERVICES, FEATURES, CONTENT, WIDGETS, MATERIALS, AND OTHER TOOLS OFFERED BY EQUITYZEN OR THAT YOU DOWNLOAD FROM THE SITE OR APPLICATION OR FROM ANY THIRD PARTY APPLICATION STORES AUTHORIZED BY EQUITYZEN, (COLLECTIVELY WITH THE SITE AND APPLICATION, THE "SERVICE").

SUBJECT TO THESE TERMS OF USE, EQUITYZEN MAY OFFER TO PROVIDE THE SERVICE, AS DESCRIBED MORE FULLY ON THE SITE AND/OR THE APPLICATION, AND WHICH IS SELECTED BY YOU, SOLELY FOR YOUR OWN USE, AND NOT FOR THE USE OR BENEFIT OF ANY THIRD PARTY.

BY REGISTERING FOR AND/OR USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO DOWNLOADING, INSTALLING OR USING THE APPLICATION, AND VISITING OR BROWSING THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE OR APPLICATION.

Acceptance of Terms; Incorporation of Related Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained in these Terms of Use, which terms also incorporate EquityZen’s Privacy Policy, located here, and all other operating rules, policies and procedures that may be published from time to time on the Site or the Application by EquityZen, each of which is incorporated by reference and each of which may be updated by EquityZen from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by EquityZen from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

When or if you register on the Site or the Application (as more fully explained below) you will also be prompted to agree to a Confidentiality Agreement between you and EquityZen. To the extent that you accept and agree to any Confidentiality Agreement with EquityZen, that Confidentiality Agreement is also incorporated herein by reference.

If you do not acknowledge or agree with these Terms of Use, do not use or browse the Site, or download, install, or use the Application. If you do not acknowledge or agree with these Terms of Use, you must also immediately uninstall the Application and discontinue the use of the Services. Continued use of the Services signifies your continued acceptance of these terms and any changes to them.

Eligibility

The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. EquityZen may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Portions of the Service are available only to "Accredited Investors" as that term is defined by the U.S. Securities and Exchange Commission, which may be found here.

Modification of Terms of Use

EquityZen reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Site, Application or any part of the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or Application or by sending you an email. EquityZen may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Site, Application or the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Registration

You may browse the Site and view Content on the Site without registering, but as a condition to using certain aspects of the Site and the Application, you are required to register with EquityZen and provide EquityZen with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Site, Application and the Service). Information gathered through the registration process and information related to your account will be subject to these Terms of Use as well as to our Privacy Policy located here.

You represent and warrant that all information provided by you when registering is true, accurate, up-to-date and complete and that you will maintain, at all times, true, accurate, up-to-date, and complete information related to your registration. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your EquityZen account.

You shall not:

  • provide any false personal information to EquityZen (including a false User Name) or create any account for anyone other than yourself without permission;
  • use a User Name that is the name of another person with the intent to impersonate that person;
  • use a User Name that is a name subject to any rights of a person other than you without appropriate authorization; or
  • use a User Name that is a name that is otherwise offensive, vulgar or obscene.

EquityZen reserves the right to refuse registration of, or cancel a User Name in its sole discretion.

You are solely responsible for all transactions and activities that occur on your account, whether undertaken by you or anyone or anything using the Service while using your User Name, whether authorized or unauthorized. You shall be responsible for maintaining security and confidentiality with respect to your EquityZen password and information related to your registration. EquityZen shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account. You shall also never use another user's account without such other user's express permission. You will immediately notify EquityZen in writing of any actual or suspected unauthorized use of your account, or other account related security breach of which you are aware.

To the extent applicable, when utilizing the Site, Application or the Service, you are required to use the security procedures currently or hereafter maintained by EquityZen to confirm that only authorized users have access to the Service and any account.

Consent to Electronic Communications

You specifically agree to receive and/or obtain "Communications" from EquityZen and its affiliates in "Electronic Form", rather than in paper form, and to the use of electronic signatures in our relationship with you. The term "Communications" includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding your relationship to EquityZen and/or its affiliates, including Form CRS or any other notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term "Electronic Form" includes, but is not limited to, electronic delivery of Communications posted or made available on the Site and/or through the Application, and/or sent via the e-mail address associated with the account through which you access the EquityZen platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf.

You accept Communications provided in Electronic Form as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to you in writing or in a form that you may keep. You represent that you have the appropriate personal computer or other electronic device, software, and internet connection to enable you to retain, if you so choose, any Communications that EquityZen sends in Electronic Form for your records.

If you have the legal right under any federal and/or state laws or regulations to receive a document in paper form, you may withdraw your consent to receiving that document in Electronic Form by contacting EquityZen at support@equityzen.com. A withdrawal of your consent to receive such document in Electronic Form will be effective only after we have had reasonable time to process your request.

Rules and Conduct

As a condition of access and use, you promise not to access or use the Site, Application and the Service for any purpose that is prohibited by the Terms of Use. The Site, Application and the Service (including, without limitation, any associated Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. You are responsible for all of your activity in connection with the Site, Application and the Service. For purposes of the Terms of Use, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, barcodes, hyperlinks, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by EquityZen or its partners on or through the Site, Application or the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Site, Application or the Service, including without limitation any User Submission, that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
  • you know is false, misleading, untruthful or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate as determined by EquityZen in its sole discretion;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
  • involves commercial activities and/or sales without EquityZen's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, network or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of EquityZen or any third party;
  • impersonates any person or entity, including any employee or representative of EquityZen; or
  • sends altered, deceptive or false source-identifying information, including "spoofing" or "phishing"

Additionally, you shall not (directly or indirectly):

  • take any action that imposes or may impose (as determined by EquityZen in its sole discretion) an unreasonable or disproportionately large load on EquityZen's (or its third party providers') infrastructure;
  • interfere or attempt to interfere with the proper working of the Site, Application or the Service or any activities conducted on the Site or Application;
  • bypass any measures EquityZen may use to prevent or restrict access to the Site or Application (or other accounts, computer systems or networks connected to the Site or Application);
  • run any form of auto-responder or "spam" on the Service;
  • use manual or automated software, devices, or other processes to "crawl" or "spider" any component of the Site or Application;
  • decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site, Application or the Service, except to the limited extent applicable laws specifically prohibit such restriction;
  • modify, translate, or otherwise create derivative works of any part of the Site, Application or the Service, or
  • copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
  • hack the Site, Application, the Service, or any part thereof;
  • intercept, capture, emulate, or redirect the communications protocols used by us for any purpose, including without limitation causing the Site, Application or Service to connect to any computer server or other device not authorized by us

You shall abide by all applicable local, state, national and international laws and regulations in your use of the Services.

To the extent that you have agreed to a Confidentiality Agreement between you and EquityZen or to otherwise keep any information, data, documents, agreement, files or other materials confidential, you are subject to the terms of any such agreement, and are prohibited from uploading, posting, submitting or otherwise distributing or facilitating distribution of any such confidential material on or through the Site, Application, any third party social media sites, or any websites and applications.

EquityZen does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site, Application or through the Service. EquityZen has no obligation to monitor the Site, Application, Service, Content, or User Submissions. However, EquityZen reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site, Application or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if EquityZen is concerned that you may have violated the Terms of Use), or for no reason at all; (ii) to remove or block any User Submissions from the Site or Application; and (iii) to suspend or terminate the right to use the Site, Application and/or the Services pursuant to this Agreement.

Third Party Sites and Content

The Site and the Application may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site and the Application. These other websites, services and resources ("Third Party Sites") are not under EquityZen's control, and you acknowledge that EquityZen is not responsible or liable for any content, information, data, advertising, products, goods or services available on or through any such Third Party Sites ("Third Party Content"), as well as for any of the functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. The inclusion of any such link does not imply endorsement by EquityZen or any association with its operators. You further acknowledge and agree that EquityZen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Sites or Third Party Content.

You agree that your access and/or use of Third Party Sites, including but not limited Third Party Content and any other materials on or available through Third Party Sites is at your own risk and subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites.

Content and License

You acknowledge and agree that any and all intellectual property rights (the "IP Rights") on the Site, in the Service and in the Application are and shall remain the exclusive property of EquityZen. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.

You acknowledge and understand that all title and rights in and to any Third Party Content that is not contained on the Site, in the Service, or in the Application, but may be accessed through the Site, Service, or the Application is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, Application or Service or any part thereof without our prior written consent.

You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Site and/or the Application by you, including but not limited to account numbers, name, date, account amount, and endorsements for the purpose of providing the Service. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with an internal guidelines or procedures.

EquityZen grants each user of the Site, Application and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to use and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by EquityZen. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from EquityZen, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.

Your Information

The collection, use and disclosure, if any, of information collected from you or about you by EquityZen on the Site and/or the Application is detailed in EquityZen’s Privacy Policy that can be found here. By acknowledging and agreeing to this Agreement, or by using the Site, Application or the Services, you consent to EquityZen, including its subsidiaries, affiliates, agents, third-party partners and service providers, receiving, collecting, storing, processing, transmitting, and using your information for Services functionality and for the purposes disclosed in EquityZen’s Privacy Policy.

User Submissions

The Site and Application provide you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site and Application (collectively, the "User Submissions"). By Submitting User Submissions on the Site, the Application or otherwise through the Service, you:

  • acknowledge that you are publishing that User Submission, and that you may be identified publicly by your User Name in association with any such User Submission;
  • hereby do and shall grant EquityZen a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Application, the Service and EquityZen's (and its successors’ and assigns') business, including without limitation for promoting and redistributing part or all of the Site, Application (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites). You also hereby do and shall grant each user of the Site, Application and/or the Service a non-exclusive license to access your User Submissions through the Site, Application and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to EquityZen does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
  • represent and warrant, and can demonstrate to EquityZen's full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Use and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information as contemplated by these Terms of Use; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to EquityZen and all users of the Service;
  • agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
  • represent and warrant that the use or other exploitation of such User Submissions by EquityZen and use or other exploitation by users of the Site, Application and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and
  • understand that EquityZen shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site or Application is the sole responsibility of the person from which such content originated and that EquityZen will not be liable for any errors or omissions in any content; and that EquityZen cannot guarantee the identity of any other users with whom you may interact in the course of using the Site, Application or the Service.

EquityZen does not endorse and has no control over any User Submission. EquityZen cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Site, Application or the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

If you download and use the EquityZen Application

If you download and use the EquityZen Application, the following additional terms and conditions also apply to you:

Acceptance of Additional Terms; Incorporation of Additional Related Terms

Your download and/or use of the Application is subject to acceptance without modification of these additional terms and conditions, which are incorporated into the Terms of Use by this reference.

When or if you download the Application on a mobile device owned or controlled by you ("Device"), the Terms of Use also incorporate and supplement each of the following: 1) if the Application is downloaded, installed, accessed or used on an Apple OS Device, then Apple, Inc. ("Apple") Terms and Conditions, available here, including without limitation the Licensed Application End User License Agreement therein; and 2) if the Application is downloaded, installed, accessed or used on an Android OS Device, then the Terms of Service for Google Play provided by Google LLC (Google), available here, (collectively, "OS Terms").

If you do not acknowledge or agree with these additional terms and conditions applicable to your use of the Application, do not download, install, or use the Application and, if already downloaded, immediately uninstall the Application and discontinue the use of the Services. Continued use of the Services on the Application signifies your continued acceptance of these additional terms and any changes to them.

Additional Content and License Provisions

The Application, Services and the associated software products made available to you by EquityZen are licensed, not sold, to you. Subject to these Terms, EquityZen grants you a personal, worldwide, perpetual, royalty-free, non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the Application on Device as permitted by the usage rules contained in the relevant OS Terms and in accordance with this Agreement. Any use of the Application or the Service in any other manner, including, without limitation, resale, transfer, modification or distribution of the Content is prohibited. This Agreement also governs any updates to, or supplements or replacements for, the Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply. The Application may update automatically on your Device once a new version or feature becomes available.

To the extent not mentioned above, and without waiving any of the foregoing, your grant to us a non-exclusive, perpetual, non-revocable, royalty free license to use, retain, and share information transmitted through the Application by you for the purpose of providing the Service including any such information that is transmitted through a Device, including but not limited the Device camera.

Additional Rules and Conduct

You are solely responsible for the confidentiality and security of any information sent from or stored on the Device by the Application. EquityZen shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account or Device. Users shall be solely responsible for taking precautionary steps to protect any information stored on the Device, including without limitation password-protecting the Device and employing remote-wipe feature if available.

Push Notifications

When or if you download the Application on a Device, and if you are a registered user of the Application, we may send you push notifications to your Device as a way to deliver information, offers, alerts, updates, reminders, news, and other relevant notifications pertaining to Services, including messages, sounds, and hyperlinks to pages within the Application, or hyperlinks to pages on the Site.

A "push notification" is a message that is different from a text or Short Message Service ("SMS") message in that it is displayed outside of the Application’s normal user interface. The message will appear onscreen without you having to tap the EquityZen Application icon. EquityZen may deliver push notifications on Devices, whether or not you are currently logged in to and/or using the Application, and whether or not your Device is in locked and/or sleep mode.

Push notifications may be controlled from within the Application’s settings and at the Device’s operating system "OS" level at any time. Some Device OS may allow EquityZen to send push notifications only after you grant permission for EquityZen to do so when you first download the Application. Other Device OS will automatically opt you in to receive the push notifications when you download the Application. In any case, you can manage your push notification preferences, and choose whether EquityZen has permission to send push notifications, by managing your preferences in the Application or at the OS level settings of your Device, and you can set and reset your push notifications permissions as often as you wish. If you choose not to receive push notifications, then you will still receive certain notifications and communications related to Services via the email address associated with the account through which you access the EquityZen platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf, including Communications, as defined above. For avoidance of doubt, choosing to opt out of push notifications does not serve as an indication of your withdrawal of consent to receiving Communications in Electronic Form.

Changes to Service

We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Site, Application or Service. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Site or the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Site, Application, or Service. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Site, Application, or Service, and any such maintenance and support services provided will be provided at our discretion.

Termination

EquityZen may terminate your access to all or any part of the Site, Application or the Service and/or Add-to Link at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site and Application. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

By virtue of your accessing the Service, EquityZen has no special relationship or fiduciary duty with you. Any relationship with EquityZen's affiliates will be governed by your written agreement with that affiliate. You acknowledge that EquityZen has no control over, and no duty to take any action regarding: which users gains access to the Site and Application; what Content you access via the Site and Application; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release EquityZen from all liability for you having acquired or not acquired Content through the Site and Application. The Site and Application may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. EquityZen makes no representations concerning any Content contained in or accessed through the Site and Application, and EquityZen will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site, Application or the Service.

THE SITE, APPLICATION AND THE SERVICE ARE 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. EQUITYZEN, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE, APPLICATION OR THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE, APPLICATION OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE, APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

SOME STATES 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 (18USC 2701-2711): EQUITYZEN MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE, APPLICATION OR ANY WEBSITE LINKED TO THE SITE OR APPLICATION. EquityZen 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 EquityZen's equipment, transmitted over networks accessed by the Site or Application, or otherwise connected with your use of the Service.

Indemnification

You shall defend, indemnify, and hold harmless EquityZen, 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, that arise from or relate to your use or misuse of, or access to, the Site, Application, Service, Content, Add-to Link or otherwise from your User 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. EquityZen 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 EquityZen in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL EQUITYZEN, 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 SITE, APPLICATION OR THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY 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), (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

EQUITYZEN WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU OR ANYONE ELSE IF ANY EVENT LEADING TO SUCH DAMAGES, LOSSES OR LIABILITY WOULD HAVE BEEN PREVENTED BY THE USE OF THEN AVAILABLE SECURITY FEATURES AND/OR PROCEDURES MAINTAINED BY EQUITYZEN TO CONFIRM THAT ONLY AUTHORIZED USERS HAVE ACCESS TO THE SERVICE AND/OR ANY ACCOUNT. ADDITIONALLY, YOU ARE RESPONSIBLE FOR ALL LOGIN CREDENTIALS, INCLUDING USERNAMES AND PASSWORDS. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU, OR ANYONE ELSE, IF SUCH INFORMATION IS NOT KEPT CONFIDENTIAL BY YOU, OR IF SUCH INFORMATION IS CORRECTLY PROVIDED BY AN UNAUTHORIZED THIRD-PARTY LOGGING INTO AND ACCESSING THE SITE, APPLICATION OR THE SERVICE.

Dispute Resolution

Most concerns can be resolved by contacting EquityZen at support@equityzen.com. We both agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation with EquityZen, and good faith negotiations shall be a condition to either of us initiating any other process or proceeding.

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and EquityZen agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Choice of Law. The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America.

Arbitration. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to choice of law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act.

To the fullest extent permissible by law, except as provided under certain limited circumstances below, any dispute, controversy or claim arising from or relating to the subject matter of this Agreement, including whether the claims asserted are arbitrable, shall be finally determined and settled by arbitration in New York County, New York. The arbitration shall be administered by JAMS, using the English language, in accordance with Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property, internet and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. JAMS may be contacted at http://www.jamsadr.com/.

The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith.

Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

Exceptions. Notwithstanding the foregoing, each party shall have the right to a) institute an action in a court of proper jurisdiction for injunctive or other equitable relief; b) bring an individual action in small claims court; c) pursue an enforcement action through the applicable federal, state, or local agency if that action is available, and d) to file suit in a court of law to address an intellectual property infringement claim.

Enforceability and Jurisdiction. Without waiving any of the foregoing, if any asserted claims are deemed not arbitrable, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York.

Integration and Severability

The Terms of Use are the entire agreement between you and EquityZen with respect to the Site, Application or the Service and use of the Site and Application, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and EquityZen with respect to the Site and Application. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Referral Fees

At EquityZen, we take pride in providing the highest level of quality to our customers. To accomplish this mission, we have established partnerships with several other financial institutions. In an ongoing effort to remain as transparent as possible with our customers, we would like to share with you how those partnerships are structured.

We may refer to you products and/or services of these partners. If an EquityZen customer purchases or signs up for some of these products or services, we may receive a referral fee from the company offering the product. As a matter of policy, we provide referrals only to products and services that we believe are relevant for our customers. The compensation we may receive in connection with these referrals helps to ensure the quality of EquityZen services, content, and products. While it is possible that we may refer products of companies that are the subject of an investment opportunity, content, or analysis on the EquityZen platform, referred companies and products have no impact on such content, analysis, or investment opportunities.

Marketplace Policies

Advance Access

EquityZen generally allows investors who were blocked from making investments for external reasons (such as a company exercising their right of first refusal) to have advanced access to subsequent investment opportunities in the same company. Eligible Investor Account owners who have previously indicated interest in these companies may also be afforded this same access.

Oversubscribed Deals & Waitlist Management

Investors who reserve an investment in a fully allocated offering will be added to the waitlist. If an allocation becomes available, investors will generally be contacted by EquityZen in an order determined by the date of their completed reservation. (In filling from a waitlist or in accepting investments into a deal that is expected to be oversubscribed, EquityZen may also consider other factors, including available investment capacity, proposed investment size, whether individual has transacted previously with EquityZen, and investor's ability to wire, transfer funds from an EquityZen Investor Account and otherwise not delay investment for other investors.) Eligible Investor Account owners will have improved positioning on the waitlist due to improved ability to fund investments without delays.

Reduced Investment Minimum on Eligible Deals

First time investors, investors with over five closed transactions, and eligible Investor Account owners qualify for a reduced minimum investment on eligible deals. Deal eligibility is determined by EquityZen based on a range of operational and regulatory constraints. Historically, a significant majority of offerings have been eligible for reduced minimums.

Miscellaneous

EquityZen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond EquityZen's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with EquityZen's prior written consent. EquityZen may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed by EquityZen, if transmitted to EquityZen by facsimile or e-mail or upon receipt if transmitted to you; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Electronic Fund Transfers ("EFTs")

Electronic Fund Transfer Disclosure Statement

The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.

Definitions

Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.

Your Liability: Authorized Transfers

You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly.

Your Liability: Unauthorized Transfers

Tell us at once if you believe your account or access information is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Contact us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this section may be extended for a reasonable period.

If you have any questions about ETF transactions, please email us at support@equityzen.com.