TERMS OF SERVICE

1. General

   The following Terms of Service forthwith referred to as ("TOS") governs all use of the Nvestiv Platform. All use of the Platform is subject to the "TOS" and if applicable, a Membership Agreement (as defined below) that has been executed with us. By accessing and using the Platform, you acknowledge, accept, and agree to the "TOS" and all other terms, conditions, procedures and policies that may be published from time to time on the Platform by us, each of which is incorporated by reference, including providing truthful and accurate responses to inquiries by Nvestiv from time to time. The "TOS" represents a binding contract between you and Nvestiv, and together with any other agreements between you and Nvestiv, including without limitation, any Membership Agreement, that governs your use of products, features, contents, applications and services available on the Platform. Specifically, if you or the company that you represent entered or will enter into a Membership Agreement, the terms and conditions of the "TOS" are hereby incorporated into the Membership Agreement by this reference as fully stated therein. In the event of a conflict between the "TOS" and the Membership Agreement, the terms of the Membership Agreement shall control. At this time, no users are required to enter into Membership Agreements. Each User (as defined below) represents and warrants that they have the authority to adhere to the "TOS" on behalf of the Member Account. If you do not agree with anything contained in the "TOS", you are prohibited from submitting information to, accessing information from, or otherwise utilizing the Platform. Nvestiv reserves the right to change the "TOS", from time to time, upon notice to Members and Users, who will be notified by the email address registered with Nvestiv or via the Nvestiv platform. In the case of any changes to Pricing, Payments and Billing, Nvestiv will notify the primary user of your Member Account by email thirty (30) days before any change goes into effect. Use of the Platform thirty (30) days following an email notification or an electronic posting announcement of any changes to the "TOS" shall be deemed to be accepted thereof by you. In the "TOS", we may refer to a User/Member Account/customer/reader/entity as "you", "they", and "one". You agree to keep business information and trade secrets of Nvestiv confidential , including, but not limited to the terms and pricing set forth herein or in the Membership Agreement, any activities that you perform on the Platform , and any information about Nvestiv or the Platform, until such information becomes known to the public generally without your fault and except to the extent that disclosure may be required by law, regulation or legal process.

2. Definitions

   The following Terms of Service cover several types of entities:

   1. A "Member Account" is defined as any account created and used by companies, entities or individuals using Nvestiv to market, invest in, or source private capital market transaction opportunities.
   2. An "Admin Account" is defined as an individual who uses the Platform as the main account holder and owner or representative of the Company to whom the account belongs to; the Admin account has full account privileges including and not limited to account creation, account closing, editing information provided, inviting new Authorized Users, etc.
   3. An "Authorized User" is defined as an individual who uses the Platform as part of an Admin Account and is an employee of the Company to whom the account belongs to.
   4. An Admin Account may have one or more Authorized Users. Authorized users have full access to the platform, except creation and deletion of accounts.
   5. A "User" includes Authorized Users and any other users of the Platform.

3. Additional Definitions

   1. "Capital Raise Transaction" refers to the successful raising of some or all capital required by a fund manager or another entity, and by extension, the placement of the same capital by the investor. This transaction triggers a transaction fee owed by the fund manager or placement agent, as applicable, to Nvestiv.
   2. "Accredited Investor" has the meaning given thereto in applicable securities legislation.
   3. "Nvestiv", "we", "us" or "our" means Nvestiv Inc., its subsidiaries, affiliates, assignees and their officers, directors, employees and agents.
   4. "Content" means the contents of the Platform and any products or services provided or sold by Nvestiv, including the Platform's look and feel, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses, advisors, investors and lenders on the Platform.
   5. "Project/Mandate" or "Shared Project/Mandate" means an opportunity to either seek capital (equity and/or debt) or allocate capital that is offered on the Platform by a Member Account.
   6. "Membership Agreement" means any written agreement between you and Nvestiv that sets out additional terms governing the relationship between you and Nvestiv.
   7. "NDA" means any non-disclosure, confidentiality, or other similar agreement, including any supplements or amendments thereto.
   8. "Registration Fee" means a fee charged to a Member Account for use of the platform or each Shared Project/Mandate as may be set forth in the Membership Agreement of the Member Account or in this TOS. For clarity, at this time, investors are not charged any fees, including registration fees, though Nvestiv reserves the right to charge fees in the future with advanced notice for subsequent Capital Raise Transactions as further contemplated in the TOS.
   9. "Platform" means the products, features, contents, applications and services provided by Nvestiv on its websites.
   10. "Securities Act" means the applicable securities act, together with the rules and regulations promulgated thereunder.
   11. "Shared Project/Mandate" is a Project/Mandate that is shared with a Member Account.
   12. "Transaction" refers to any money allocated from one member account to another as a result of the use of the platform or any introduction made by Nvestiv. Typically, a transaction fee is in connection with a project/mandate on the platform, although a transaction fee is due to Nvestiv even if an allocation was made towards a project not listed by the manager on the platform. The value of each transaction is one hundred thousand (100,000 USD) US dollars.
   13. "Transaction fee" means any "per deal fee" as contemplated in the Membership Agreement or in the TOS that is paid to Nvestiv in connection with a Capital Raise Transaction.
   14. "Tail" means the sixty (60) month period following the receipt of the identity and contact details of a specific match pertaining to a Shared Project or Mandate.
   15. "Transaction Consideration" refers to the amount of capital raised by the manager, and by extension, placed by the investor for any given transaction. Transaction Consideration can encompass the dollar amount being exchanged, or the transaction as a whole (also referred to as a ticket).

4. Eligibility to Use Nvestiv

   1. The Platform is offered only for your use, and not for the use or benefit of any third party. Users agree not to disclose contents and intellectual property of Nvestiv to any unauthorized third parties such as competitors, marketing firms, etc.
   2. We may, in our sole discretion, refuse to offer the Platform to any person or entity and change our eligibility criteria at any time.
   3. You are solely responsible for ensuring that as applicable to you, the "TOS" is in compliance with all applicable laws, statutes, ordinances, rules and regulations.
   4. Any breach of the "TOS" shall cause the Member Account and each User that caused any such breach to be liable to Nvestiv for any and all damages suffered by Nvestiv.
   5. Your right to access the Platform will be immediately revoked where
   6. the "TOS" or use of the Platform is prohibited,
   7. you materially breach the "TOS",
   8. to the extent the offering, sale or provision of the Platform conflicts with any applicable law, statute, ordinance, rule or regulation, or
   9. as otherwise contemplated in the "TOS".
   10. Nvestiv reserves the right to refuse service, terminate relationships, and/or cancel membership in its sole discretion.
   11. If you do not agree to the "TOS", the Membership Agreement, the Privacy Policy, or any other subsequently referenced agreements or documentation, you must not access the Platform.

5. Age Requirement

   In order to create a Member Account or be a User of the Platform, you represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Platform.

6. Accredited Investor Certification

   In order to participate in the Platform as an investor or lender, you must be an "Accredited Investor" and you hereby represent and warrant that you are an Accredited Investor. An Accredited Investor may include, to the extent set out in applicable securities laws, the following categories of investors (among others):

   1. a corporation, partnership, or charitable organization not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million USD.
   2. an entity in which all the equity owners are Accredited Investors.
   3. a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million USD at the time of such person's purchase of the securities, excluding the value of the primary residence of such person.
   4. a natural person with individual income exceeding $200,000 USD in each of the two most recent years or joint income with a spouse exceeding $300,000 USD for each of those years and a reasonable expectation of reaching the same income level in the current year.
   5. a bank, savings and loan association, insurance company, registered investment company, registered broker or dealer, business development company, or a licensed small business investment company.
   6. an employee benefit plan, if a bank, savings and loan association, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million USD or if such plan is a self-directed plan, with investment decisions made solely by persons that are accredited investors.
   7. a director, executive officer, or general partner of the issuer of the securities being offered or sold or any director, executive officer or general partner of a general partner of that issuer; or
   8. a trust with total assets in excess of $5 million USD, not specifically formed to acquire the securities offered, whose purchases are directed by a sophisticated person.

   Promises of Conduct

7. Registration

   Complete information and keep your Member Account or User information updated. You shall not:

   1. select or use as a username or a name of another person with the intent to impersonate that person.
   2. use as a username a name subject to any rights of a person other than you without appropriate authorization.
   3. use, as a username, a name that is otherwise offensive, vulgar or obscene.
   4. You are solely responsible for the activity that occurs on your Member Account, and for keeping your User account secure. You may never use another person's User account or registration information for the Platform without authorization from the Member Account associated with such User. You must notify us of any change in your eligibility to use the Platform (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Member Account or User account.
   5. You should never disseminate or disclose login information for your Member Account other than to authorized persons. Only Admin Users shall have the ability to delete an Authorized User Account or their own account.

8. Acceptable Use

   By accepting the "TOS" and using the Platform, you agree not to:

   1. Knowingly enter any false information about a company or person.
   2. Intentionally misrepresent your relationship to a deal or transaction.
   3. Provide any false or misleading information to Nvestiv or any other User or Member Account; or
   4. Engage in any fraudulent activity of any kind.
   5. If Nvestiv permits you to input information into the Platform, you may not (and may not permit any third party to) input any information or content that:
   6. you know is false, misleading, untruthful, or inaccurate.
   7. is promotional in nature, including solicitations for funds or businesses, without the prior written authorization of Nvestiv
   8. constitutes junk mail, spam, chain letters, pyramid schemes or the like; is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another's privacy, offensive, profane, hateful or is racially, ethnically or otherwise objectionable as determined by us in our sole discretion, or otherwise violates the legal rights of others.
   9. you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
   10. infringes any patent, trademark, trade secret, copyright, right of publicity or other proprietary rights of any party or violates any law or contractual duty.
   11. impersonates any person or entity, including any of our employees or representatives; or contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, gain access to or limit the functionality of any computer software or hardware, or telecommunications equipment.

   You shall not:

   1. take any action that imposes or may impose (as determined by us in our reasonable discretion) an unreasonable or disproportionately large load or burden on our (or our 'third-party providers') infrastructure.
   2. interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform.
   3. bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Platform (or other accounts, computer systems or networks connected to the Services).
   4. use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the website.
   5. harvest or scrape any content from the Platform.
   6. or otherwise take any action in violation of the "TOS".

   You shall not (directly or indirectly):

   1. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Platform (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction.
   2. modify, translate, or otherwise create derivative works of any part of the Platform.
   3. or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
   4. We reserve the right to access, read, preserve, and disclose information (other than any information that you designate as confidential) to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request.
   5. enforce the "TOS", including without limitation, investigation of potential violations hereof.
   6. detect, prevent, or otherwise address fraud, security or technical issues.
   7. respond to user support requests.
   8. or protect the rights, property or safety of us, our Members, Users and the public.

   Membership Fees & Services

   Nvestiv does not represent any parties in capital raising activities and has a Software as a Service (SaaS) business model. Nvestiv is a software solution, and to our knowledge, does not fall under the jurisdiction of the Securities and Exchange commission (USA) or FINRA regulatory jurisdiction. When set forth in a membership agreement, Member Accounts shall pay to Nvestiv a fixed Transaction Fee in connection with transactions in accordance with the following terms. A "transaction" is defined as an allocation from an investor on the Nvestiv platform to the Member Account.

9. Registration Fee & Transaction Fees

   There are no fees for allocators. Pricing for Premium Accounts is specified in seperate engagement agreement.

10. Requirement to Disclose

    You agree to notify Nvestiv within five (5) business days, via the Platform or via email (email: info@nvestiv.com or via your Nvestiv Account Manager) when any of the following events have occurred:

    1. You or your firm/company have submitted or entered into any agreement, memorandum (for example, a written IOI, written Term Sheet, written LOI, or similar equivalent), or other understanding with respect to a Project/Mandate with another user on the platform.
    2. The occurrence of a Capital Raise Transaction as a result of an introduction made through the Nvestiv platform.
    3. You also agree to keep Nvestiv informed from time to time of the estimated closing timeline for a Shared Project/Mandate and the Transaction Consideration (as defined above), including the timing of any future allocations and/or deferred payments.
    4. Each Member Account agrees and acknowledges to furnish updates and information required to be disclosed pursuant to the TOS regarding the applicable Shared Project/Mandate, and that for these purposes, Nvestiv shall be treated, if necessary, as a representative of each Member Account or any affiliate of the Member Account.
    5. To the extent a Member Account elects to terminate their Membership at any time, the Member Account remains contractually obligated to the above disclosure requirements with respect to any still active Shared Deal Opportunities for the entirety of the Tail Period.
    6. Member Accounts who fail to adhere to the above disclosure requirements may be in "material breach" of the TOS and may be suspended, flagged, or removed from the Nvestiv platform at Nvestiv's sole discretion, and subject to financial penalties and legal ramifications.

11. Remedies for Failure to Disclose Capital Raise Transactions

    1. If a Member Account fails to notify Nvestiv of a successful Capital Raise Transaction originated through the Platform and Nvestiv separately, and through its own means, discovers the Capital Raise Transaction, the Member Account shall promptly pay to Nvestiv, as liquidated damages and not as a penalty, an amount equal to five (5x) times the Transaction Fee due per transaction.
    2. We reserve the right to access, read, and disclose information (other than any information that you designate as confidential) to the extent necessary to enforce the payment of Transaction Fees.

12. Intellectual Property and Copyright

    The Contents of the Platform are the property of Nvestiv or its content suppliers and are subject to the copyright or other intellectual property rights of Nvestiv and to the terms of licenses held by Nvestiv. Such intellectual property is protected by federal and state law.

13. User License

    1. Subject to the "TOS", we grant each user of the Platform a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use (i.e., to download and display locally) content solely for purposes of accessing and using the Platform.
    2. Any unauthorized use, reproduction, modification, distribution, transmission, republication, display or performance of the content and software on this Platform, or of any products or services sold by Nvestiv, is strictly prohibited.
    3. You may copy information from the Platform only as strictly necessary for your own use of the Platform. Otherwise, no portion of the Platform may be reproduced, duplicated, copied, sold, resold, licensed, rented or otherwise exploited for any commercial purpose that is not expressly permitted by Nvestiv.
    4. The commercial use or public dissemination of any information and data gathered from Nvestiv is strictly prohibited, unless specifically authorized in writing. Any violation of the foregoing may subject you to compensatory and punitive damages, and shall specifically also entitle Nvestiv to equitable relief, in addition to any other available remedies.

14. User Content

    All Content added, created, uploaded, submitted, distributed, or posted to the Platform by Users (collectively, "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent and warrant that you have all rights to provide the User Content and grant the licenses set forth below to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, droit moral rights, trademarks, contract rights, or any other intellectual property or proprietary rights.

15. License to Nvestiv

    You grant to Nvestiv a limited, non-exclusive, non-sublicensable and non-transferable license to use any information disclosed to Nvestiv, whether it is deemed User Content or information disclosed pursuant to the section "Requirement to Disclose," solely for purposes of marketing the Platform, provided that in no event shall Nvestiv use the actual names of the parties.

    In addition, Nvestiv shall be permitted to aggregate all such information for internal or commercial purposes, provided that in no event shall any such information sold include the actual names of the parties unless that information is already in the public domain.

16. Availability of Content

    We do not guarantee that any Content will be made available on the Platform or through the Services. Nvestiv reserves the right, in its sole discretion, to remove, edit or modify any Content, 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 that such Content infringes or appears to infringe on intellectual property rights owned by others or if we are concerned that you may have violated the "TOS"), or for no reason at all; and to remove or block any Content from the Platform.

17. Copyright Infringement

    1. If you believe that any material contained in the Platform infringes your intellectual property, you should notify Nvestiv of the alleged infringement in accordance with the following procedure: Send any notification of claimed copyright infringement to info@nvestiv.com

    2. To be effective, the notification must be in writing and include the following information:

       1. physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed work.
       2. identification of the allegedly infringed work; identification of the material that is claimed to be infringing and reasonably sufficient information for Nvestiv to locate the material.
       3. contact information of the notifying party, such as address, telephone number and email.
       4. statement that the notifying party has a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the allegedly infringe work, its agent or the law; and
       5. a statement, under penalty of perjury that the information in the notification is accurate and the notifying party is the owner or authorized agent of the allegedly infringed work.

18. Hyperlinks

    1. The Platform may contain links to third party websites, and other websites may contain links to the Platform. Any such link is provided only as a convenience. The inclusion of any link does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Nvestiv of any information contained in any third-party website.
    2. In no event shall Nvestiv be responsible or liable for the information contained on that third party website, your use of or inability to use such website and any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such information, products or services available on or through any such website.
    3. You should also be aware that the terms and conditions of such website and the website's Privacy Policy may be different from those applicable to your use of the Platform.

19. Third Party Content

    1. Certain portions of the Platform, including, without limitation, information on certain private companies, may contain unedited or third-party content. All postings, messages, text, images, links to third-party websites or other materials published or otherwise made available through this section (the "Third Party Content") are the sole responsibility of the person(s) who originated such Third-Party Content.
    2. Nvestiv has no obligation to monitor, does not control and does not investigate or validate such Third-Party Content; provided that Nvestiv reserves the right at all times (but will not have an obligation) to remove any Third-Party Content.
    3. By using this Third Party Content, you agree to not rely on the Third Party Content in connection with your use of the Platform and understand that you may be exposed to Third Party Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that Nvestiv makes no representations or warranties regarding the Third Party Content and is not responsible or liable in any manner for the Third Party Content or the conduct, whether online or offline, of any User.
    4. The Third-Party Content does not constitute legal or financial advice and must not be used in the place of legal counsel or financial due diligence.
    5. You should independently evaluate and verify all Third-Party Content.

    Key Legal Points

20. Anti Money Laundering

    1. Nvestiv shall retain the right to refuse service and/or terminate membership of any user due to a lack of information or for any other reason whatsoever. Nvestiv, in its sole judgment, acting reasonably, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanction legislation, regulation or guideline.
    2. Further, should Nvestiv, in its sole judgment, acting reasonably, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanction legislation, regulation or guideline, then it shall have the right to resign on ten (10) business days' prior written notice sent to the Client provided that:
    3. Nvestiv's written notice shall describe the circumstances of such non-compliance; and
    4. if such circumstances are rectified to Nvestiv's satisfaction within such ten (10) Business Day period, then such resignation shall not be effective.

21. Termination

    1. We may terminate your access to all or any part of the Platform at any time.
    2. All provisions of the "TOS" which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, all applicable fees owed to Nvestiv, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
    3. If service is terminated or suspended by Nvestiv due to breach by you or any User of a Member Account, including for non-payment, then you still owe, and must pay to Nvestiv, the entire amount payable for such term (to the extent applicable), and any past due amounts will accrue interest.

22. Limitations of Liability

    Any material downloaded, accessed or otherwise obtained through the Platform is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NVESTIV AND ALL OF ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (I) WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PLATFORM, INCLUDING THE CONTENT, INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF; (II) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (III) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS TO OR USE OF THE PLATFORM. NVESTIV PROVIDES THE PLATFORM AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. NVESTIV MAKES NO GUARANTEES OR WARRANTIES OF ANY KIND AS TO THE SECURITY, ADEQUACY, COMPLETENESS, SUFFICIENCY, TIMELINESS OR ACCURACY OF ANY CONTENT OR MATERIAL AVAILABLE IN OR THROUGH THE PLATFORM, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    YOU HEREBY AGREE THAT ANY MONETARY CLAIMS OF ANY KIND ASSESSED AGAINST NVESTIV OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM SHALL NOT EXCEED (IN AGGREGATE) OF THE GREATER OF (I) THE TOTAL AMOUNT YOU (OR ANY OTHER USER) PAID TO NVESTIV FOR THE PLATFORM; OR (II) $500. IN NO EVENT SHALL NVESTIV OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, COMPENSATORY OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), EVEN IF ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. NVESTIV CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM.

23. Indemnity

    You agree to indemnify and hold harmless Nvestiv, our affiliates and each of our and their respective officers, directors, agents, and employees, from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys' fees, made by or resulting from any third party due to or arising out of your (or any third party using your Account or identity in the Platform) use or misuse of the Platform, breach of the "TOS" or the materials it incorporates by reference, or violation of any law, regulation, order or other legal mandate or the rights of a third party. We reserve 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 us in asserting any available defenses.

24. Choice of Law

    You will resolve any claim, cause of action or dispute (together a "claim") you have with Nvestiv arising out of or relating to the Platform or the "TOS" or your Membership Agreement exclusively in Ontario, Canada (including in accordance with Section 23 below). The laws of the Province of Ontario, Canada will govern the "TOS". In any dispute arising under the "TOS" or your Membership Agreement, the prevailing party will be entitled to reasonable attorneys' fees and expenses.

25. Arbitration and Class Action Waiver

    YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE "TOS", YOUR USE OF THE PLATFORM, FEES OWED, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ONTARIO, CANADA UNDER THE STREAMLINED ARBITRATION RULES AND PROCEDURES ("RULES") OF JAMS THEN IN EFFECT, BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF JAMS ARBITRATORS IN ACCORDANCE WITH SUCH RULES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. THE RESULTS OF SUCH ARBITRATION SHALL BE FINAL, BINDING, AND SHALL BE KEPT CONFIDENTIAL.

    As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules and if within such court's jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's Account, if we are a party to the proceeding.

    To the extent permitted by applicable law, the arbitrator will not have authority to award damages, remedies or awards that conflict with the "TOS".

    You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of Platform or the "TOS" must be filed within one (1) year after such claim of action arose or be forever banned, provided that with respect to the payment of the Transaction fee, the one (1) year period shall begin upon Nvestiv's actual knowledge of a Capital Raise Transaction.

    If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language that is unenforceable shall be deemed to have been severed. This section will survive the termination of your relationship with Nvestiv.

    Miscellaneous

26. Email Communication

    Nvestiv uses email to communicate with Users. You hereby authorize and agree that Nvestiv may communicate with you via email and you consent to receiving and giving any notice required under the "TOS" or any other agreement with Nvestiv via email. Nvestiv will use reasonable efforts to honor any request you may have to opt out from receiving emails, but under no circumstance will Nvestiv have any liability for sending any email to any Member Account or User. Electronic notices should be sent toinfo@nvestiv.com.

27. Disclosure of Capital Raise Transactions; Severability

    With your consent, either in writing or via electronic mail, Nvestiv may share on its websites the existence of a Capital Raise Transaction to which the Member Account is affiliated.

    Severability: Any finding of illegality, invalidity or unenforceability of any provision or term of the "TOS" shall not affect the legality, validity or enforceability of any other provision or term of the "TOS".

28. Entire Understanding

    The "TOS", together with any Membership Agreement, sets forth the entire understanding and agreement between the parties with respect to the subject matter herein. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. You may not assign the "TOS" or Membership Agreement, or assign, transfer or sublicense your rights, if any, in the Platform without our prior written consent, which will not be unreasonably withheld or delayed. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. A failure to act with respect to a breach by you or others does not waive Nvestiv's right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of the "TOS" or your Membership Agreement shall be held to be void or unenforceable, the remaining provisions of the "TOS" and your Membership Agreement (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect. If you do not agree with any part of these terms and conditions, or you have a dispute or claim against Nvestiv or its supplier or affiliates with respect to the "TOS" or your Membership Agreement you should immediately refrain from using the Platform. Any non-use of the Platform shall not act as a waiver of fees, penalties, or interest to which Nvestiv may be entitled pursuant to the "TOS". No agency, partnership, joint venture, or employment relationship is created as a result of the "TOS" or your Membership Agreement and neither party has any authority of any kind to bind the other in any respect.