THE TERMS AND CONDITIONS SET FORTH BELOW (“TERMS”) GOVERN YOUR USE [THE APP] (“COMPANY” OR “OPENDEAL”), AND ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND SERVICES RELATING TO THE SITE OR THE COMPANY.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE AND/OR THE SERVICES OR ANY INFORMATION CONTAINED ON THE SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES ON THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. YOU AGREE THAT OPENDEAL MAY MAKE CHANGES TO THE SERVICES OFFERED ON THIS SITE, AT ANY TIME WITHOUT NOTICE, AND CAN REVISE THESE TERMS AT ANY TIME. WE WILL NOTIFY YOU OF SUCH REVISIONS BY POSTING AN UPDATED VERSION OF THESE TERMS ON THE SITE AND/OR DISCLOSE NEW TERMS ELSEWHERE ON THE SITE. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE SITE AND/OR THE SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.

GENERAL USERS: Certain portions of the Site will be visible to users who have not signed up as either Inssuers or as Investors. Those users, nevertheless, are bound by this Terms of Service. Issuers should note that Offerings on the Site are generally viewable by the general public.

By using any Services, including by simply viewing Content on the Site, you are agreeing that you, and each person you allow to access OpenDeal through your account, will abide by these Terms of Service (“Agreement”). This Agreement is between you and OpenDeal Inc. (“we,” “OpenDeal” or the “Company”), and it governs your access to and use of the services, websites, and applications offered by OpenDeal (the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with this Agreement.

I. Use of the Services

By accessing the Site (by invitation or otherwise) or by communicating with other users, you agree to (i) ensure at all times that information about you or provided by you (i.e., your Content) is true, accurate, current, complete and not misleading; and (ii) promptly comply with OpenDeal’s request for specific action(s) or additional Contents. You are responsible for all activities that occur under your account. OpenDeal may revoke your access to the Services (including the Site) at any time it determines that (a) you fail to fully comply with the foregoing obligations or with any provision of these Terms of Services, or (b) your action or inaction on the Site or in connection with the Services is inconsistent with OpenDeal’s mission as a funding portal to ensure transparent, compliant and good faith crowdfunding offerings and investment on and through its Site.

II. General Obligations

When using our Site and Services, you are promising not to: (a) violate the Community Rules of OpenDeal as described below. Aside from your Contents, all information, documents and Services provided on this Site, including trademarks, logos, graphics and images (the “Materials”) are provided to you by OpenDeal. Except as expressly stated herein, you acknowledge that you have no right, title or interest in or to the Materials on any legal basis. Furthermore, you shall not disclose any Contents received through the Services to any third parties or use such Contents for any purpose other than seeking capital or assessing a potential investment.

The Services may invite you to participate in discussion forums viewable by the general public, or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content to/via the Services. Any such material you transmit to the Site or otherwise through the Services will be treated as non-confidential and non-proprietary. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted or offered to the Company in connection with the use of the Services or otherwise, and any chat, blog, message board, online forum, text, email or other communication with the Company, shall deemed to have been licensed to the Company on a nonexclusive, worldwide, royalty-free, perpetual basis.

Furthermore, you cannot have any expectation that OpenDeal evaluates, confirms, endorses, or otherwise stands behind any Content(s) provided by any Issuer or its Offering. You may not treat any email or other information you receive as a result of your access to the Services as a representation of any kind by OpenDeal on which you should rely. OpenDeal is not qualified to provide legal, accouting or investment advice, and no information provided to you by OpenDeal, its staff or its affiliates, can be so construed.

By using our Site and our Services, you agree and acknowledge in each instance that OpenDeal is not a party, a beneficiary, an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and an Issuer. OpenDeal shall not be held liable to any party for any costs or damages arising out of or related to such transaction. Unless otherwise required by laws, OpenDeal retains sole discretion to reject or accept any application from any Issuer or Investor or user to participate on the Site, for any reason or no reason at all.

III. Users’ Obligations to Act Responsibly

a. Promises made by each User:

1. You are making the following promises:

   1. Requirements to Use the Services.

      1. That you have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in OpenDeal violates provisions of the law to which you are subject, you will cease using the Services and close your account;

      2. That you are at least 18 years old;

      3. That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;

      4. That you shall not use a User ID name that is subject to any rights of a person other than yourself without appropriate authorization;

      5. That you shall be solely responsible for maintaining the confidentiality of your password;

      6. That you will update your registration information with the Company as needed so that it remains true, correct and complete; and

      7. That you will conduct yourself in a professional manner in all your interactions with OpenDeal and with any other OpenDeal user.

   2. Requirements Related to Content on OpenDeal.

      1. That you will only provide OpenDeal with Content that you have a right to provide to OpenDeal and to allow OpenDeal to display through the Services,

      2. That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by OpenDeal, and that you understand that any other Content you find on or through OpenDeal is the sole responsibility of the person who originated such Content;

      3. That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that OpenDeal will not be responsible or liable for any use of your Content by OpenDeal in accordance with this Agreement;

      4. That you understand that any false, incomplete or misleading information you post about an Issuer or an Offering may result in serious legal and criminal liability for yourself and/or the Issuer;

      5. That you will be solely responsible for complying with applicable law regarding any Offering;

      6. That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice;

   3. Requirements Related to Investors on OpenDeal.

      1. That you are not relying on OpenDeal to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services;

      2. That you understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against OpenDeal for any such material; and

      3. That you understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against OpenDeal for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services.

      4. That you will use your own judgment and conduct your own due diligence before making any decision to invest;

      5. That you can tolerate the risk of losing invested capital;

      6. That you have reviewed and understand the the risks of any investment of the nature of angel investments; and

b. Community Rules

As required of all OpenDeal users, you will not, in connection with the Services or while engaging with the OpenDeal community:

1. defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap;

2. use any profane, obscene, pornographic or otherwise objectionable content or language;

3. promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;

4. violate the personal, privacy, contractual, intellectual property or other rights of any person;

5. reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;

6. violate this Agreement or any local, state, federal or non-U.S. law, rule or regulation;

7. trick, defraud, deceive or mislead the Company or other users, such as by submitting false reports of abuse or misconduct to the Company’s support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;

8. interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;

9. disparage, tarnish or otherwise harm, in the Company’s opinion, the Company and/or the Services;

10. upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;

11. reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;

12. access or search (or attempt to access or search) the Services by any means, such as any automated system or unauthorized script or software, other than currently available, published interfaces provide by OpenDeal, unless you have been specifically allowed to do so in a separate Agreement with OpenDeal (note crawling the Services is permissible in accordance with this Agreement, but scraping the Services is expressly prohibited without the prior consent of OpenDeal);

13. remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services or any website on which the Services are offered or on a third party website and/or Company software on which Company code is embeddable or embedded on;

14. remove, obscure or change any notice, banner, advertisement or other branding on the Services;

15. submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company;

16. interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach; or

17. sell access to the Services or any part thereof other than through a mechanism approved by the Company.

18. Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through OpenDeal, other than Content, software or intellectual property owned by you, without regard for its appearance on OpenDeal;

19. Copy or distribute Content except as specifically allowed in this Agreement;

20. Use any Content, or other information acquired from any user, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from the Company;

21. Claim any right to access, view or alter any source code or object code of OpenDeal;

22. Use OpenDeal to market services not authorized by OpenDeal; or

23. Market competing services to people identified through OpenDeal.

V. Miscellaneous Terms

a. Account Registration and Password Protection

Prior to gaining access to certain Services on the Site, OpenDeal will require you to set up a user name and password (the “Password(s)”) as set forth in the account registration procedures posted on the Site. You agree to comply with the procedures specified by OpenDeal from time to time regarding obtaining and updating Passwords for the Site and Services. You agree to assume sole responsibility for the security of Passwords issued to you. Passwords are subject to cancellation or suspension by OpenDeal at any time, including upon the misuse of any and the reissuance or reactivation of Passwords. You agree to ensure that you will use your best efforts to prevent any third party from obtaining your Password, and you shall inform OpenDeal immediately in writing of any actual or potential unauthorized access to a Password or to the Site and/or Services.

b. Third Party Content

Third parties may provide certain information and content to OpenDeal (“Third Party Content”). The Third Party Content is, in each case, the copyrighted work of the creator/licensor, and may be subject to terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding such terms.

This Site may provide links to other Web sites or resources over which OpenDeal does not have control (“External Web Sites”). Such links do not constitute an endorsement by OpenDeal of those External Web Sites. You acknowledge that OpenDeal is providing these links to you only as a convenience, and further agree that OpenDeal is not responsible for the content of such External Web Sites. If you decide to leave OpenDeal and access the External Web Sites or to use or install any External Web Site applications, software or content, you do so at your own risk and you should be aware that OpenDeal's terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from OpenDeal or relating to any applications you use or install from the site. Your use of External Web sites is subject to the terms of use and privacy policies located on the linked to External Web sites.

e. Amendments to this Agreement

We may amend this agreement at any time in our sole discretion, effective upon posting the amended Terms at the domain of www.opendeal.co where the prior version of this agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.

f. Governing Law/Arbitration/Waiver Of Injunctive Relief

Governing Law/Venue. This agreement and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of law's provisions) regardless of your location except that the arbitration provision shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in San Francisco, CA, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company, or if no such address has been provided, by email to the email address provided by the relevant parties to the Company in connection with their use of the Service. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in San Francisco County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in San Francisco County, California.

Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this agreement ("Dispute"), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to ________________.

Binding Arbitration. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance. You and we agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity.

Restrictions/No Class Actions. You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) 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

Exclusive Process. You acknowledge that the arbitrator(s), and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. Without limiting the generality of the foregoing, the arbitrator shall have the exclusive authority to interpret the scope of this clause, and the arbitrability of the controversy, claim or dispute.

Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company's intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this Section XVII shall remain in full force.

g. Waiver/Severability

The failure of the Company to require or enforce strict performance by you of any provision of this agreement or to exercise any right under this agreement shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this agreement as so interpreted.

You and the Company agree that if any portion of this agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective 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.

h. Statute of Limitations.

You and the Company both agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, this agreement or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

i. No Third Party Beneficiaries.

This agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that Entrepreneurs may enforce their own intellectual property rights related to Content offered through the Services.

j. Government Use. If You are a part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services and any related software are "commercial item," "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Services by the Government shall be governed solely by this agreement.

k. Indemnification

You agree to defend, indemnify and hold harmless OpenDeal and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses, including attorneys' fees, that arise out of or in connection with your use of the Site and/or the Services or breach of these Terms.

l. Disclaimer of Warranty

YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND/OR THE SERVICES ARE BEING PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND MAY INCLUDE CERTAIN ERRORS, OMISSIONS, OUTDATED INFORMATION WHICH MAY AFFECT THE QUALITY OF THE CONTENTS. YOU ACKNOWLEDGE THAT THE CONTENTS HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY OPENDEAL, AND AGREE THAT OPENDEAL DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE CONTENTS AND FURTHER AGREE THAT OPENDEAL HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS, WHETHER PROVIDED BY OPENDEAL OR ITS LICENSORS.

OPENDEAL, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENTS AND ANY THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND/OR THE SERVICES AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN "AS IS" AND "WHERE-IS" BASIS, AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED. OPENDEAL PROVIDES THE SERVICES "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND.

WE MAKE NO REPRESENTATION THAT THE CONTENTS ON THIS WEB SITE CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THIS WEB SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

m. Limitation of Liability

NEITHER OPENDEAL NOR ANY OF ITS PARTNERS, AGENTS, AFFILIATES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE RESULTS OF YOUR USE OF THE SITE AND/OR THE SERVICES, OR ANY EXTERNAL WEB SITES LINKED TO THIS SITE, OR THE CONTENTS ON THE SITE, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF OPENDEAL WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.