TERMS OF USE

Last Updated: 7/15/2020

Vertalo, Inc (“Vertalo,” “we,” “us,” or “our”) invites you to access and use our stakeholder registry and compliance platform (the “Platform”), which is made available to you through our website located at https://app.vertalo.com (the “Website”). Further, you may browse the public areas of the Website as a visitor (“Visitor”). In either case, we provide access to our Platform and Website subject to the following terms of use (this “Terms of Use”), which may be updated by us from time to time without notice to you.

BY BROWSING THE PUBLIC AREAS OF THE WEBSITE AND/OR BY CLICKING “I AGREE” WHEN YOU SIGN UP TO ACCESS AND USE OUR PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF USE AND YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD. IF YOU ARE UNDER 18 YEARS OF AGE OR YOU DO NOT AGREE TO THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE PLATFORM, WEBSITE, OR THE SERVICES DESCRIBED HEREIN.

If you accept this Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Terms of Use and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify this Terms of Use, at any time and without prior notice. If we modify this Terms of Use, we will post the modification on the Platform and Website and/or provide you with notice of the modification at the last email address you gave us. By continuing to access or use the Platform or Website after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use is not acceptable to you, your only recourse is to cease using the Platform and Website.

1. DESCRIPTION OF PLATFORM

Our proprietary Platform verifies that authorized representatives of certain entities (which may include, but is not limited to, banks, broker-dealers, issuers, funds, or the like) (an “Entity”) and individual investors or authorized representative of institutional investors (in either case, an “Investor”) is associated with a particular digital wallet (“Wallet”). There are several steps to carry out this verification process. The Entity and Investor will register to use the Platform; during the registration process, they will (1) provide an authenticated email address and (2) register a Wallet.

Once an Entity or Investor has registered to use the Platform, Vertalo will require the Entity or Investor (as the case may be) to perform an action that will demonstrate ownership of the Wallet. Once the verification is complete, evidence of such verification between Vertalo and the Entity or Investor is written to the blockchain. Vertalo will then communicate to the relevant Entity that the Investor is associated with a Wallet, along with the Investor’s name and Wallet address (and vice versa).

Vertalo does not collect any funds, execute or allow the execution of any trades, or otherwise act as a broker-dealer or cryptocurrency exchange, money transmitter, money services business, and has no fiduciary relationship or obligation to you in connection with any trades or other interactions between Investors and Entities.

Vertalo does not store your Private Keys. It is imperative that you back up your Private Key information. If you forget or lose your Private Keys, it will not be possible for Vertalo to recover them for you, and you may permanently lose your access to the Platform with such Wallet. If you do not understand how to back up your Private Keys, please learn more before using the Platform.

2. COMMUNITY GUIDELINES

By accessing and/or using the Platform or Website, you hereby agree to comply with these community rules and that:

• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

• You will not use the Platform or Website to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

• You will not access or use the Platform or Website to collect any market research for a competing business;

• You will not “stalk” or otherwise harass another;

• You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.

• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform or Website;

• You will not use any robot, spider, scraper, or other automated means to access the Platform or Website for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the Platform or Website for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and

• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

Please let us know about inappropriate content. If you find something that violates our community guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform or the Website, or any portion of the Platform or the Website, without notice.

3. ACCOUNT INFORMATION

During the registration process, we will ask you to create an account, which includes, but is not limited to, the following data: unique username (“Username”), name, email address, and Wallet information (collectively, an “Account”). When creating your Account, you must provide true, accurate, current, and complete information. An Account can be used by only one registrant on the Platform. You are responsible for the confidentiality and use of your Account. You will promptly inform us of any need to deactivate your Account. We reserve the right to delete or change your Account at any time and for any reason.

4. INTELLECTUAL PROPERTY

The Platform and Website contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Vertalo (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Terms of Use, your permission to access and/or use the Content, the Platform, and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Vertalo (“Vertalo Trademarks”) used and displayed on the Platform and the Website are registered and unregistered trademarks or service marks of Vertalo. Other company, product, and service names located on the Platform and the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the Vertalo Trademarks, the “Trademarks”). Nothing on the Platform and the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Vertalo Trademarks inures to our benefit.

Elements of the Platform and Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express written consent for each and every instance.

5. COMMUNICATIONS TO US

Although we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

6. NO WARRANTIES; LIMITATION OF LIABILITY

THE PLATFORM, WEBSITE, AND ALL CONTENT, FUNCTIONS AND MATERIALS (INCLUDING THIRD-PARTY MATERIALS) MADE AVAILABLE TO YOU THROUGH THE PLATFORM AND WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

NONE OF VERTALO, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “VERTALO PARTIES”) ENDORSE OR RECOMMEND ANY THIRD-PARTY EXCHANGES, ANY TOKENS, OR ANY TRADES. NONE OF THE VERTALO PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY RESULTS CAUSED BY USING THE PLATFORM, INCLUDING WITHOUT LIMITATION, ANY FINANCIAL LOSS. FOR AVOIDANCE OF DOUBT, THE FOREGOING SENTENCE DOES NOT APPLY TO CONSUMERS LOCATED IN THE STATE OF NEW JERSEY.

THE CONTENT ON THE PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY TOKENS OR SECURITIES OF VERTALO OR ANY OTHER ENTITY. INVESTMENT OFFERS CAN ONLY BE MADE WHERE LAWFUL UNDER, AND IN COMPLIANCE WITH, APPLICABLE LAW. THE PLATFORM AND PLATFORM PROVIDE NO INVESTMENT OR OTHER ADVICE, AND NO INFORMATION OR MATERIAL AVAILABLE THROUGH THEM IS TO BE RELIED UPON FOR THE PURPOSE OF MAKING OR COMMUNICATING INVESTMENT OR OTHER DECISIONS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM ANY FINANCIAL LOSSES, LOST DATA, OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, WEBSITE, CONTENT, OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES NOT ATTRIBUTABLE TO PERSONAL INJURIES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, WEBSITE, CONTENT, OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

THE PLATFORM AND WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH ERRORS OR OMISSIONS. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AND WEBSITE AT ANY TIME WITHOUT NOTICE.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Vertalo, our affiliates, and our and their respective past, current, and future shareholders, employees, officers, directors, attorneys, principals, trustees, representatives, agents, partners, predecessors, successors, and assigns (the “Indemnified Parties”) from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Terms of Use (including, without limitation, breach of any warranties or representations made by you herein) or from your use of any Third-Party Materials (including in connection with any unauthorized use thereof or any use in violation of the terms regarding same). We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

8. THIRD PARTY MATERIALS

The Platform and Website may contain (or you may be sent via the Platform and Website) links to third-party applications and websites (“Third-Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items associated with such Third-Party Sites or belonging to or originating from third parties ("Third-Party Content" and, together with the Third-Party Sites, the “Third-Party Materials”). For clarity and without limiting the foregoing, as of July 15, 2020 the Third-Party Materials include Twitter.com and WalkMe.com. These links are provided solely for general informational purposes as a convenience to you and not as an endorsement by us of the Third-Party Materials or associated content. The content of such Third-Party Materials is developed and provided by others. You should contact the provider of those Third-Party Materials if you have any concerns regarding such links or any content located on such Third-Party Materials. The Third-Party Materials are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for, nor do we make any representations regarding the foregoing in respect of, any Third-Party Materials accessed or available through, posted on, or installed from the Platform and Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Materials. You should take precautions when downloading files from all websites, including Third-Party Materials, to protect your computer from viruses and other destructive programs, and you should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or Website or relating to any Third-Party Materials or other applications you use or install from the Platform or Website. Any terms, conditions, warranties or representations included in the Third-Party Materials are solely between you and the relevant providers, and you cannot rely on these Terms of Use and/or our Privacy Policy to govern your use of Third-Party Materials. If you decide to access Third-Party Materials, you do so at your own risk. Third-Party Materials are the property of their respective providers or their licensors and are protected by applicable copyright and other intellectual property laws, and you agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Third-Party Materials in any manner without the express written consent of the provider or in accordance with the terms and conditions applicable thereto.

9. COMMUNICATIONS DECENCY ACT NOTICE

The Platform is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any information posted to the Platform or Website by third parties (“User Content”) is limited as described therein. We are not responsible for any User Content or any other information posted to the Platform or Website. We neither warrant the accuracy of such User Content or exercise any editorial control over such User Content, nor do we assume any legal obligation for editorial control of User Content posted by third parties or liability in connection with such User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content or any other information contained in such User Content.

10. COMPLIANCE WITH APPLICABLE LAWS

The Platform and Website are based in the United States. We make no claims concerning whether the Platform, Website, or Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platform, Website, or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

11. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Terms of Use and your access to all or any part of the Platform or Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform or Website at any time without prior notice or liability.

12. CONTROLLING LAW

This Agreement and any action related thereto will be governed by the laws of the State of Texas without regard to its conflict of laws provisions.

13. BINDING ARBITRATION

In the event of a dispute arising under or relating to this Terms of Use, the Platform, Website, or Content (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 15 below, nothing in this Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

14. CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15. EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Terms of Use. We may, without waiving any other remedies under this Terms of Use, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Texas for purposes of any such action by us.

16. MISCELLANEOUS

If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”

Our failure to act on or enforce any provision of this Terms of Use shall not be construed as a waiver of that provision or any other provision in this Terms of Use. No waiver shall be effective against us unless made in a signed writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in a signed writing, this Terms of Use constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees.