VerifyInvestor

Terms and Conditions

VerifyInvestor.com

TERMS OF SERVICE

Last updated: August 13, 2014

These terms of service (the “Terms”) govern the relationship between you and Verify Investor, LLC, (hereinafter, “VerifyInvestor,” “us,” or “we”) regarding your use of VerifyInvestor’s service for verifying accredited investor status offered through the website at www.verifyinvestor.com (such service, as it may be later expanded or modified, is the “Service”). The Service is designed to provide a party with third party verification service that a potential investor is an accredited investor. The party who is willing to use the Service to provide information necessary to have their status as an accredited investor verified is individually an “Investor.” The party who wishes to obtain verification of accredited investor status for an Investor is the “Requesting Party.” Verification of an Investor’s status as an accredited investor is done by a reviewer (“Reviewer”) who is a professional appropriate for conducting such verification. The Service is owned and operated by VerifyInvestor. The terms “you,” “your,” and “yours” refers to anyone accessing, viewing, browsing, visiting or using the Service in any manner and anyone using the Service is referred to as a “User.” Users may either use the Service if an Investor, Requesting Party or both. Unless otherwise stated, all terms and conditions contained herein apply regardless of whether you are an Investor, Requesting Party or both. All references to “accredited investor” mean “accredited investor” as defined in Regulation D of the Securities Act of 1933.

Use of the Service is also governed by VerifyInvestor’s Privacy Policy (the “Privacy Policy”), which is incorporated herein by reference. The most current version of Privacy Policy can be found at https://verifyinvestor.com/privacy.

IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE SERVICE. BY CREATING AN ACCOUNT (AS DEFINED BELOW), USING THE APPLICATION (AS DEFINED BELOW) OR BY ACCESSING OR USING THE SERVICE OR ANY CONTENT OFFERED THROUGH THE VERIFYINVESTOR WEBSITE YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICE.

1. License and Restrictions.

1.1. License Grant For Service. Subject to your agreement and continuing compliance with these Terms and any other relevant VerifyInvestor policies, VerifyInvestor grants you a non-exclusive, non-transferable, revocable limited license subject to the limitations of these Terms to access and use the Service using a supported web browser or mobile device solely for your own non-commercial purposes. You agree not to use the Service for any other purpose.

1.2. Accounts and Access. You must register an account through the Service (an “Account”).

1.3. Account Information and Management.

1.3.1. Information For Setting Up Account. When creating or updating an Account on the Service, you are required to provide VerifyInvestor with certain personal information, which may include information not limited to your name, e-mail address, and, in some cases, payment information. This information will be held and used in accordance with the Privacy Policy. You agree that you will supply accurate and complete information to VerifyInvestor, and that you keep such information current through the Service.

1.3.2. Login Information. During the Account creation process, you will be required to select a password to go with the email you have provided us (“Login Information”). The following rules govern the security of your Login Information:

(a) You will not share the Account or the Login Information, nor let anyone else access your account or do anything else that might jeopardize the security of your Account;

(b) In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify VerifyInvestor and modify your Login Information;

(c) You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you; and

(d) You are responsible for anything that happens through your Account.

1.4. License and Service Limitations.

1.4.1. 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 license granted by Section 1.1, and may subject you to liability for violations of law.

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

(a) Engage in any act that VerifyInvestor deems to be in conflict with the spirit or intent of the Service, including but not limited to circumventing or manipulating these Terms;

(b) 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;

(c) Without VerifyInvestor’s express written consent, modify or cause to be modified any files that are a part of the Service;

(d) Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Service (each a “Server”); or (2) the enjoyment of the Service by any other person;

(e) Institute, assist, or become involved in any type of attack, including without limitation distribution of a virus, 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;

(f) Attempt to gain unauthorized access to the Service, Accounts registered to others or to the computers, Servers, or networks connected to the Service by any means other than the Application, 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 part of the Service;

(g) 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 right of any person or entity or impersonates any other person;

(h) Transmit unauthorized communications through the Service;

(i) Interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms;

(j) Engage in the unauthorized access to Accounts not owned by you;

(k) 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 device;

(l) Make any automated use of the Service, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

(m) 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;

(n) 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;

(o) Copy, modify or distribute rights or content from any VerifyInvestor site or VerifyInvestor’s copyrights or trademarks or use any method to copy or distribute the content of the Service except as specifically allowed in these Terms;

(p) Collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image or video form), identification documents, or financial information through the Service;

1.5. Intellectual Property Ownership. The Service (including without limitation any computer code, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, documentation, are copyrighted works owned by VerifyInvestor. VerifyInvestor reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with its games and the Service.

2. User Content.

2.1. User Content. “User Content” means any communications, images, sounds, and all the material, data, and information that you upload or transmit through the Service, or that other users upload or transmit. By transmitting or submitting any User Content while using the Service, you affirm, represent and warrant that such transmission or submission is (a) accurate; (b) not in violation of any laws, contractual restrictions or other third party rights, and that you have permission from any third party to engage in such transmission or submission whose personal information or intellectual property is comprised in the User Content; and (c) free of viruses, adware, spyware, worms or other malicious code. You acknowledge and agree that any personal information within User Content will at all times be processed by VerifyInvestor in accordance with its Privacy Policy. User Content that allows a third party to identify you specifically or is unique to you is “Personally Identifiable Information”; provided, however, aggregated data that cannot be used to identify or contact you shall not be considered “Personally Identifiable Information.”

2.2. Ownership of User Content.

2.2.1. Public User Content. Although you are never obligated to post such content, with respect to User Content that you provide or otherwise make available in a publicly accessible portion of the Service such as, by example, comments you make to the blog portion (“Public User Content”), you hereby grant VerifyInvestor a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, sublicensable license and right to do the following to Public User Content: copy, reproduce, adapt, modify, translate, create derivative works from, publish, distribute, transmit, publicly display, publicly perform, and use and practice, in any way now known or in the future discovered, your Public User Content as well as all modified and derivative works thereof. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any Public User Content. The license you grant us to Public User Content(except any content you submit in response to VerifyInvestor promotions and competition or any other content specifically solicited by VerifyInvestor) ends when you delete your Public User Content or you close your Account unless your Public User Content has been shared with others, and they have not deleted it. However, you understand and accept that removed Public User Content may persist in back-up copies for a reasonable period of time.

2.2.2. Other User Content. With respect to all User Content other than Public User Content, you hereby grant VerifyInvestor a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, sublicenseable license to copy, reproduce, modify, create derivative works of and distribute such User Content solely to the extent necessary for VerifyInvestor to operate the Service. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any User Content.

2.3. Content Screening.

2.3.1. No Responsibility for User Content. VerifyInvestor assumes no responsibility for the conduct of any user submitting any User Content and assumes no responsibility for monitoring the Service for inappropriate content or conduct.

2.3.2. Use of Service May Be Monitored. We do not, and cannot, pre-screen or monitor all User 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.

2.3.3. No Obligation to Remove or Modify Inappropriate User Content. If at any time VerifyInvestor chooses, in its sole discretion, to monitor the Service, VerifyInvestor nonetheless assumes no responsibility for User Content and assumes no obligation to modify or remove any inappropriate User Content. We have the right, but not the obligation, in our sole discretion to edit, refuse to post, or remove any User Content.

2.4. Information Used by Other Members of the Service and Information Sharing With Third Parties.

2.4.1. User Responsible for Information Posted. You are solely responsible for the information that you post on, through or in connection with the Service and that you provide to others.

2.4.2. User Content May Be Deleted in Our Sole Judgment. VerifyInvestor may reject, refuse to post or delete any User Content for any or no reason, including, but not limited to, User Content that in the sole judgment of VerifyInvestor violates these Terms.

2.4.3. Disclosure of Information. For any information that you may obtain through the Service that was provided by another User, you agree not to disclose or distribute any such information in a manner that would violate the rights of or breach any obligations owed to such User and you are solely responsible for obtaining any necessary rights from a User required for You to disclose such information.

2.4.4. Limited Storage Capacity. VerifyInvestor reserves the right to limit the storage capacity of User Content that you post on, through or in connection with the Service.

2.5. User Interactions.

2.5.1. User Responsible for Interactions with Users. You are solely responsible for your interactions with Users and any other parties with whom you interact through the Service. VerifyInvestor reserves the right, but has no obligation, to become involved in any way with these disputes.

2.5.2. Release In Connection With 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 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.”

3. Acting on Behalf of Spouse or As 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 entering into Terms on behalf of Represented Party, you represent and warrant that you have the right and authority to act on behalf of Represented Party and to submit such information to VerifyInvestor. For the sake of clarity, all references to “you”, “your” or “yours” are references to VerifyInvestor.

4. Determination of Accredited Investor Status.

4.1. Accuracy of Investor Information. We do not make any attempt to independently verify the accuracy of information submitted by an Investor and evaluate all such information as if such information is accurate.

4.2. No Professional Opinion. We do not provide legal, accounting, or other professional services and, as a result, do not render any legal, accounting, or other professional opinions or advice. However, our Service may rely upon licensed professionals to provide legal, accounting, or other professional services, and those professionals may render legal, accounting, or other professional opinions or advice independent of VerifyInvestor.

5. Additional Terms Applicable to Requesting Parties.

5.1. Applicability. The terms in this Section 5 apply to you if you are using the Service as a Requesting Party.

5.2. Dependence Upon Investor Information. We are not responsible for verifying the accredited investor status of any person or entity if an Account is not established for such person or entity and such person or entity does not use the Service to provide information requested by the Service for Investors.

5.3. Intermediary Services. If you are an investment portal, investment intermediary or offer any service where you will provide information about Users to other parties besides yourself (an “Intermediary”) and you obtain any information from or about a User, you will not take any actions with such information without obtaining all necessary rights and permissions from such User to avoid you breaching any agreement with or violating the rights of such User. If you are an Intermediary, you acknowledge that we do not obtain any rights from any User on your behalf regarding your use of any information you obtain about a User through use of the Service.

5.4. Contact. You understand and agree that we will contact any person as a potential Investor only if you give us permission to contact such potential Investor. You also understand and agree that such potential Investors have previously contacted you for the purpose of possibly purchasing securities and that such potential Investor is willing to be contacted by VerifyInvestor for the purpose verifying such potential Investor’s status as an accredited investor.

6. Additional Terms Applicable to Investors.

6.1. Applicability. The terms in this Section 6 apply to you if you are using the Service as an Investor.

6.2. Suitability of Investment. You understand and agree that we do not make any representations or provide any advice regarding the suitability of investing in any Requesting Party.

6.3. 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.

7. Representations and Warranties Generally.

If you submit information to the Service, you represent and warrant that: (a) all information you submit is complete, accurate and not fraudulent; and (b) you have the right and authority to submit information for use by the Service without violating the privacy or intellectual property rights of any third party or breaching any contractual right of any third party. If you use the Service and are acting as an employee or agent of an 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.

8. Reviewers.

You understand and agree that Reviewers make decisions about whether to verify the status of an Investor as an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Any determination a Reviewer makes in verifying the status of an Investor is final.

9. Fees.

You agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. VerifyInvestor may revise the pricing for the services offered through the Service at any time. YOU ACKNOWLEDGE THAT VERIFYINVESTOR 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 WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

10. Third Party Advertising.

10.1. Third Party Advertisements. You understand that the Service may feature advertisements from VerifyInvestor or third parties. VerifyInvestor’s disclosure of information for third party advertising is addressed in the Privacy Policy.

10.2. Links to Third Party Sites and Dealings with Advertisers. VerifyInvestor may provide links on the Service to third party websites or vendors. Any charges or obligations you incur in your dealings with these third parties are your responsibility. VerifyInvestor makes no representation or warranty regarding any content, goods and/or services provided by any third party even if linked from our Service, and will not be liable for any claim relating to any third party content, goods and/or services. The linked sites are not under the control of VerifyInvestor and may collect data or solicit personal information from you. VerifyInvestor is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement of VerifyInvestor of these linked sites.

11. Updates to the Service and Application; Termination.

11.1. Updates to Service. You understand that the Service undergoes frequent changes. VerifyInvestor may require that you accept updates to the Service. You acknowledge and agree that VerifyInvestor may update the Service without notifying you.

11.2. Suspension and Termination of Account and Service.

11.2.1. DELETION OF ACCOUNT FOR VIOLATION OF TERMS. WITHOUT LIMITING ANY OTHER REMEDIES, VERIFYINVESTOR MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO SERVICES OR PORTIONS THEREOF IF YOU ARE, OR VERIFYINVESTOR SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR USER CONTENT AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND VERIFYINVESTOR IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.

11.2.2. TERMINATION OF ACCOUNT FOR POSSIBLE INFRINGMENTMENT OF INTELLECTUAL PROPERTY. WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SITES, AND THEIR CONTENT, SERVICES AND TOOLS, REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

11.2.3. No Refunds. VerifyInvestor reserves the right to stop offering the Service at which point your license to use the Service will be automatically terminated. In such event, VerifyInvestor shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued Services.

11.2.4. Removal of Content Upon Termination. Termination of your Account can include disabling your access to the Service or any part thereof including any content you submitted or others submitted. After termination of your Account or access to the Service, VerifyInvestor retains the right to retain copies of all User Content and to use, reproduce, distribute and process User Content so long as no Personally Identifiable Information is displayed or distributed to third parties (unless reasonably required for legal compliance purposes).

11.2.5. Cancellation. You may cancel any Account registered to you at any time by following the instructions on VerifyInvestor.com. If you cancel your Account, it will be treated as if your Account was terminated.

11.2.6. No Access to User Content Upon Cancellation or Termination. If your Account is cancelled or terminated for any reason, we are under no obligation or duty to provide you with any copy of your User Content, any information you have provided to the Service or access to any content already submitted to the Service.

12. Disclaimers; Limitations; Waivers on Liability; Indemnification.

12.1. Disclaimer of Warranties and Other Disclaimers.

12.1.1. NO WARRANTIES GENERALLY. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD THE SHORTER OF THIRTY (30) CALENDAR DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).

12.1.2. UNINTERRUPTED OR ERROR FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER VERIFYINVESTOR NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “VERIFYINVESTOR PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

12.1.3. INVESTMENTS. VERIFYINVESTOR DOES NOT ACT AS AN AGENT FOR ANY PARTY USING THE SERVICE. ANY INVESTMENT DECISIONS AND SECURITIES PURCHASE TRANSACTIONS INVOLVING A REQUESTING PARTY AND INVESTOR DO NOT INVOLVE VERIFYINVESTOR AS A PARTY AND MUST BE ARRANGED DIRECTLY BETWEEN A REQUESTING PARTY AND AN INVESTOR.

12.1.4. SECURITY AND CONFIDENTIALITY. THOUGH THE SERVICE IS DESIGNED TO ALLOW INVESTORS TO REDACT INFORMATION OF INVESTORS’ CHOOSING AND TO PREVENT CERTAIN INFORMATION SUBMITTED BY USERS TO BE INACCESSIBLE TO REVIEWERS, OTHER USERS, AND THIRD PARTIES, YOU EXPRESSLY ACKNOWLEDGE THAT VERIFYINVESTOR 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 COMPUTERS, SOFTWARE, HARDWARE OR SYSTEMS USED TO PROVIDE THE SERVICE (“SERVICE SYSTEMS”) ARE HACKED OR SOMEONE ENGAGES IN UNAUTHORIZED ACCESS TO VERIFYINVESTOR 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 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 INFORMATION BEING DISCLOSED TO OTHER REVIEWERS AND VERIFYINVESTOR IS NOT RESPONSIBLE FOR ANY HARM THAT MAY RESULT FROM SUCH DISCLOSURE.

12.2. Limitations; Waivers of Liability.

12.2.1. 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 OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE VERIFYINVESTOR PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.

12.2.2. NOT LIABLE FOR CONDUCT OF THIRD PARTIES. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE VERIFYINVESTOR PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE VERIFYINVESTOR PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

12.2.3. 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, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU.

12.3. Indemnification. You agree to defend, indemnify and hold the VerifyInvestor Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. VerifyInvestor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify VerifyInvestor, and you agree to cooperate with VerifyInvestor’s defense of these claims. VerifyInvestor will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of your Account or of the Service.

13. Dispute Resolution.

13.1. General. If a dispute arises between you and VerifyInvestor, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and VerifyInvestor agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement 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 to seek a resolution by contacting us through our contact page. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Other than those matters listed in Section 13.2, you and VerifyInvestor agree to seek resolution of the dispute only through arbitration of that dispute in accordance with the terms of this Section 13, 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.

13.2. Exclusions from Arbitration. YOU AND VERIFYINVESTOR AGREE THAT ANY CLAIM FILED BY YOU OR BY VERIFYINVESTOR IN SMALL CLAIMS COURT OR BY VERIFYINVESTOR RELATED TO PROTECTION OF VERIFYINVESTOR OR ANY VERIFYINVESTOR LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 13.

13.3. 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 13, YOU MUST NOTIFY VERIFYINVESTOR IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO VERIFYINVESTOR TERMS ADMINISTRATOR, 13400 RIVERSIDE DR., STE., 120, SHERMAN OAKS, CA 91403 AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, AND (3) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH VERIFYINVESTOR THROUGH ARBITRATION.

13.4. 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 BOTH YOU AND VERIFYINVESTOR SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

13.5. Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or VerifyInvestor 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, or JAMS www.jamsadr.com. The terms of this Section 13 govern in the event they conflict with the rules of the arbitration organization selected by the parties.

13.6. Arbitration Procedures. Because the software and/or service provided to you VerifyInvestor 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 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 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.

13.7. Location of Arbitration. You or VerifyInvestor may initiate arbitration in either Los Angeles County, California or the county in which you reside. In the event that you select the county of your residence, VerifyInvestor may transfer the arbitration to Los Angeles County, California 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.

13.8. Severability. If any clause within this Section 13 (other than the Class Action Waiver clause of Section 13.4) is found to be illegal or unenforceable, that clause will be severed from this Section 13, and the remainder of this Section 13 will be given full force and effect. If the Class Action Waiver (Section 13.4) clause is found to be illegal or unenforceable, this entire Section 13 will be unenforceable, and the dispute will be decided by a court and you and VerifyInvestor each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

13.9. Continuation. This Section 13 shall survive any termination of the Terms.

14. General Provisions.

14.1. Updates to the Terms and Privacy Policy.

14.1.1. Modification of Terms and Privacy Policy. VerifyInvestor reserves the right, at our discretion, to change, modify, add or remove portions of these Terms and its Privacy Policy at any time by posting the amended Terms through 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 may also revise other policies, codes or rules at any time, and the new versions will be available on www.VerifyInvestor.com or in the Service. No amendment to the Terms or Privacy Policy shall apply to any dispute of which VerifyInvestor had actual notice before the date of the amendment. If VerifyInvestor revises these Terms or its Privacy Policy and seeks your consent to be bound by such revised Terms or revised Privacy Policy and you do not agree to be bound by such revised Terms or revised Privacy Policy before using the Service again, then notwithstanding anything to the contrary, VerifyInvestor reserves the right to terminate your Account and use of the Service.

14.1.2. Terms and Privacy Policy Govern in Case of Conflict. To the extent the Terms or Privacy Policy conflict with any other VerifyInvestor terms, policy, rules or codes of conduct, the terms contained in these Terms and in the Privacy Policy shall govern.

14.2. Severability. You and VerifyInvestor agree that if any portion of these Terms or of the Privacy Policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such portion shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

14.3. Assignment. VerifyInvestor may assign or delegate these Terms and/or the Privacy Policy, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under the Terms or the Privacy Policy without VerifyInvestor’s prior written consent, and any unauthorized assignment and delegation by you is ineffective.

14.4. Supplemental Policies. VerifyInvestor may publish additional policies related to specific features of the Service and such policies will, along with these Terms, apply to these specific features. You will not be required to comply with any of these additional policies until you have been notified where these additional policies can be reviewed or until such additional policies have been posted.

14.5. Entire Agreement. These Terms, any Supplemental Policies and any documents expressly incorporated by reference herein (including the Privacy Policy), contain the entire understanding of you and VerifyInvestor, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us with respect to the Service.

14.6. No Waiver. The failure of VerifyInvestor to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of VerifyInvestor’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by VerifyInvestor of any provision, condition, or requirement of these Terms or the Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by VerifyInvestor shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of VerifyInvestor.

14.7. Notices. We may notify you via postings on www.VerifyInvestor.com, and via e-mail or any other communications means to contact information you provide to us. All notices given by you or required from you under these Terms or the Privacy Policy shall be in writing and addressed to the address below in this Section 14.7. Any notices that you provide without compliance with this Section on Notices shall have no legal effect.

14.8. Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to VerifyInvestor are of a unique and irreplaceable nature, the loss of which shall irreparably harm VerifyInvestor and which cannot be replaced by monetary damages alone so that VerifyInvestor shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service or any VerifyInvestor Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages, limited by Section 12.2 (if any).

14.9. Force Majeure. VerifyInvestor shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of VerifyInvestor, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond VerifyInvestor’s control such as 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.