Scope

These terms, and the accompanying privacy policy at freeport.app/privacy, which is incorporated into and a part of these terms, govern the use of the Freeport website at https://freeport.app and the associated tools and services.

Freeport Technologies LLC, a Delaware company, operates the Services. It and its affiliates are referred to in this document as the “operator,” “we,” or “us.”

Collectively, the website and the associated tools and services are referred to as the “Services” in these terms. The operator may offer other products and services. Your agreement to these terms is required to use the Services.

The Services do not include outside websites or platforms which may be linked or interconnected to the Services. Such outside platforms may have their own terms of service, which control for all transactions on such platforms. These outside platforms may include, but are not limited to:

• NorthCapital
• Plaid
• Stripe

The operator is not responsible for any transactions on other platforms and disclaims all liability for such transactions.

The securities offered on or through the Services have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, Regulation S and/or Regulation A. Securities sold through private placements pursuant to Regulation D or Regulation S are restricted and not publicly traded, and are therefore illiquid. Securities sold in Regulation A offerings remain subject to State securities laws, or so-called “blue sky”, restrictions on trading. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering or trading on this Platform.

Investment overviews and so-called “tombstone” advertisements on the Platform may contain summaries of the principal features or terms of investment opportunities available through the Services, information about the operator's affiliates and their track record, the price performance of the art market, the price performance of specific artists and information about securities offerings. Such overviews and tombstone advertisements are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the Offering Circular filed with the Securities and Exchange Commission in the case of Regulation A offerings, the Private Placement Memorandum in the case of Regulation D or Regulation S offerings or other offering materials relating to such investment opportunity. By signing up for an account and providing the operator or its affiliates with your contact information, you are expressly indicating your interest in receiving such information and shall be deemed to be affirmatively requesting that the operator and its affiliates provide you with information contained in its offering materials relating to the operator and its affiliates' track record, the price performance of the art market, the price performance of specific artists and information about securities offerings. YOU MUST CAREFULLY REVIEW THE RELEVANT OFFERING CIRCULAR AND OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST. The information contained on the Services has been prepared without reference to any particular user's investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

You acknowledge that the operator and its affiliates do not provide investment advice or a recommendation of securities or investments. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.

All securities products and services are offered, and all related activity is conducted, by North Capital Private Securities Corporation, a SEC registered broker-dealer and member FINRA and SIPC, located at 623 E. Fort Union, Suite 101, Midvale, Utah 84047. NCPS is a subsidiary of North Capital Investment Technology, Inc.

Investments in private securities are speculative and involve a high degree of risk. An investor should be comfortable losing the entirety of any amounts invested. Such securities have not been registered under any federal or state securities law and may be subject to legal and/or contractual restrictions, including holding periods and other restrictions on dispositions. Generally, there is no public market for such securities nor any requirement to disclose information. Investments in private securities may be highly illiquid and difficult to value.

These terms include important provisions governing your use of the Services. These provisions affect such matters as your right to use the Services, actions you are prohibited from taking with respect to the Services, disclaimers regarding liability, and your waiver of the right to bring a suit in a court of law and to a jury trial. Before using the Services, make sure that you read and understand all of these terms and the accompanying privacy policy at freeport.app/privacy.

Important Terms

These terms include a number of especially important provisions that affect your rights and responsibilities, such as the disclaimers in Disclaimers, limits on the operator's legal liability to you in Limits on Liability, your agreement to reimburse the operator for problems caused by your misuse of the Services in Your Responsibility, and an agreement about how to resolve disputes in Disputes.

Using the Services may require that you pay a fee to other users of the Services (such as merchants) or to the operator. Using the Services may also require that you pay a fee to parties other than users or the operator, such as gas charges on the blockchain to perform a transaction. You acknowledge and agree that the operator has no control over any such transactions, the method of payment of such transactions or any actual payments of transactions. Accordingly, you must ensure that you have a sufficient balance of the applicable cryptocurrency tokens stored at your protocol-compatible wallet address to complete any transaction on the blockchain or Services before initiating such transaction.

For any transactions taking place over ACH, you must have a sufficient balance in your checking account to complete the transaction. For any transactions using a credit card, you must have an adequate credit balance to complete the transaction.

Your Permission to Use the Services

Subject to these terms, the operator gives you permission to use the Services. You can't transfer your permission to anyone else. Others need to agree to these terms for themselves to use the Services.

Conditions for Use of the Services

Your permission to use the Services is subject to the following conditions:

1. You must be at least eighteen years old, if an individual.
2. You may no longer use the Services if the operator tells you that you may not.
3. You must follow Acceptable Use and Content Standards.

Acceptable Use

1. You may not break the law using the Services. If we determine that you have broken the law, we will revoke your access.
2. You may not use or try to use anyone else's account on the Services (or to connect with anyone else's wallet) without their specific permission.
3. You may not buy, sell, or otherwise trade usernames or other unique user or account identifiers on the Services.
4. You may not make publicly available the personal information of other people using the Services.
5. You may not send advertisements, chain letters, or other solicitations through the Services, or use the Services to gather addresses for distribution lists.
6. You may not falsely imply that you're affiliated with or endorsed by the operator.
7. You may not remove any marks showing proprietary ownership from materials you download from the Services.
8. You may not disable, avoid, or circumvent any security or access restrictions of the Services.
9. You may not strain infrastructure of the Services with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems the operator uses to provide the Services.
10. You may not “screen scrape” or otherwise use any automated means to access the Services or collect any information from the services, except to index the public-facing portions of the Services for a search engine.
11. You may not impersonate others through the Services.
12. You may not reverse engineer or “decompile” any of the Services.
13. You may not use a modified device to use the Services if the modification is contrary to the manufacturer's software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail breaking.”
14. You may not encourage or help anyone in violation of these terms.

Content Standards

1. You may not engage in conduct or submit content to the Services that is illegal, defamatory, offensive, or otherwise harmful to others. This includes conduct or content that is harassing, inappropriate, or abusive.
2. You may not engage in conduct or submit content to the Services that violates the law, infringes anyone's intellectual property rights, violates anyone's privacy, or breaches agreements you have with others.
3. You may not submit content to the Services containing malicious computer code, such as computer viruses or spyware.
4. You may not submit content to the Services as a mere placeholder to hold a particular address, username, or other unique identifier.
5. You may not use the Services to disclose information from or about others that you don't have the right to disclose.
6. The operator shall have the sole right to determine whether any of the provisions in this “Content Standards” section have been violated.

Enforcement

1. The operator may investigate and prosecute violations of these terms to the fullest legal extent. The operator may notify and cooperate with law enforcement authorities in prosecuting violations of the law and these terms.
2. The operator reserves the right to change, redact, and delete content on the Services for any reason. If you believe someone has submitted content to the Services in violation of these terms, contact the operator immediately. See Contact.
3. The operator may, at any time and in its sole discretion, refuse any transaction, including any purchase, sale, or transfer request submitted via the Services, impose limits, or impose any other conditions or restrictions upon your use of the Services, without prior notice. The operator may also make the Services unavailable at any time, in its sole discretion.

Your Information

You agree to:

1. Provide accurate, current and complete information about you if requested by any registration or subscription forms on the Services or otherwise requested by the operator;
2. Maintain the security of your access codes or other credentials;
3. Maintain and promptly update any information you provide to the operator, to keep it accurate, current and complete;
4. Promptly notify the operator regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Services or the terms on which you use the Services; and
5. Be fully responsible for all use of your account on the Services and for any actions that take place using your account.

Know Your Customer

1. You acknowledge that the operator and its partners may perform Know Your Customer (“KYC”) procedures on the information you provide, as required by internal policies and as required by applicable guidelines or regulations. You consent to such KYC procedures.
2. You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by the operator.
3. The operator may in its sole and absolute discretion decline to accept any person's request in anything, at any time, with no requirement for any reason or explanation; you agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by the operator.

Background Checks

1. The operator and its affiliates or partners may perform background checks on subscribers as required by applicable guidelines or regulations. These background checks will seek to confirm whether a subscriber's name and identity matches the identity of anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government. You consent to such background checks.
2. With respect to background checks, the data and information contained in our investigations is obtained from numerous regulatory, private, and public sources and is thought to be reliable.
3. Background check information is shared with our partners as necessary to facilitate the Services.
4. We and or our partners may have legal obligations under the USA Patriot Act or other applicable laws designed to detect money laundering or other crimes, including obligations to report suspicious activity. We reserve the right to deny any individual the right to access products that are otherwise available on the Services for any reason, including, without limitation, as a result of information obtained in connection with background checks and whether or not such information is accurate, truthful or complete.

Payment Processing

1. The operator does not process payments directly, but instead utilizes third-party partners to process payment transactions on behalf of users.
2. You hereby consent to any appropriately licensed third-party agents appointed by the operator to facilitate and/or process payments made or received through the Services, including, without limitation, the consent to access, charge or debit your credit card, debit card, bank account or other payment mechanism.
3. You acknowledge and agree that a payment transaction made through the Services is a transaction between yourself and the person or entity offering such a transaction and not with Freeport Technologies LLC. Freeport Technologies LLC is not a party to any payment transaction related to any such investment and is not a buyer or seller in connection with any such investment transaction.
4. You may only use the Services to process a payment transaction for investment in an offering through a legitimate, bona fide sale of such product or service. You may not use the Services to purchase any illegal goods or services or for any other underlying illegal transaction.
5. Unless held in escrow in accordance with the terms governing a particular transaction, all payment transactions processed through the Services are non-refundable by the operator and are non-reversible by you. You may have additional refund or charge-back rights under the agreement you have with the issuer of your payment instrument (i.e. your credit or debit card agreement or bank) or applicable state and federal laws. You should review your periodic statement received from the issuer of your payment instrument, which will reflect all purchase transactions through the Services.

Third Party Service Providers

To provide the Services, the operator may use the following service providers. You authorize us to share your information with these and other service providers as necessary for the provision of the Services. You authorize these service providers and their affiliates and service providers to use, disclose and retain your personal data in connection with these terms and the provision of the Services and as required by law. As a condition of the use of the Services, you agree to each of the agreements listed after each service provider.

• Dalmore Group
  • You agree to the following: Privacy Policy, Customer Relationship Summary
• NorthCapital Private Securities
  • You agree to the following: Terms of Use, Privacy Policy
  • You agree to the following: Supplemental Provisions for PPEX Users as a “Participant.”
  • You agree to the sharing of your information with North Capital Private Securities Corporation, a Delaware corporation (NCPS), and its affiliates and service providers to use, disclose and retain it in connection with these terms and the provision of the services hereunder and as required by Law. NCPS shall be a third party beneficiary to this agreement.
  • You agree that NCPS and its subcontractors may provide payment transactions for your use of the Services.
  • You agree that NCPS and its subcontractors may provide accredited investor verification services for your use of the Services.
  • You agree that NCPS and its subcontractors may provide “Know Your Customer/Anti-Money Laundering” (KYC/AML) services for your use of the Services.
• Plaid
  • You agree to the sharing of your information with Plaid, Inc., and its affiliates and service providers to use, disclose, and otherwise process it as needed to provide the Services.
  • You agree to the following: End User Privacy Policy, End User Services Agreement
• Vertalo
  • You agree to the following: Terms of Service, Privacy Policy

Other Applicable Fees

Offerings may carry fees related to management of assets. These will be detailed in the offering documentation.

Your Content

1. The operator is not obligated to review or edit any user-submitted content on the Services.
2. Nothing in these terms gives the operator any ownership rights in content or intellectual property that you share with the Services, such as your account information and content you submit to the Services. Nothing in these terms gives you any ownership rights in the operator's content or intellectual property, either. Unless otherwise noted, the operator owns the intellectual property of the Services and all content it has posted.
3. Between you and the operator, you remain solely responsible for content you submit to the Services. You agree not to wrongly imply that content you submit to the Services is from, sponsored by, or approved by the operator. These terms do not obligate the operator to store, maintain, or provide copies of content you submit.
4. Content you submit to the Services belongs to you, and you decide how to license it to others. But at a minimum, you license the operator to provide content that you submit to the Services to other users of the Services. That special license allows the operator to copy, publish, and analyze content you submit to the Services.
5. When content you submit is removed from the Services, whether by you or by the operator, the operator's special license ends when the last copy disappears from the operator's backups, caches, and other systems. Other licenses you give for your content may continue after your content is removed. Those licenses may give others, or the operator itself, the right to share your content through the Services again.
6. Others who receive content you submit to the Services may violate the terms on which you license your content. You agree that the operator will not be liable to you for those violations or their consequences.
7. The operator reserves the right to terminate, in its sole discretion, the accounts of any users who repeatedly infringe the intellectual property of others.

Our Content

1. Unless otherwise stated, the operator and/or its licensors own the intellectual property rights for all material in the Services. Certain images or videos appearing on the Services may belong to third parties, in which case the operator is using such images as a fair and permissible use and/or with the consent of the copyright holder. All intellectual property rights are reserved.
2. You may view and/or content in the Services for your own personal use subject to restrictions set in these terms and conditions.
3. You may not republish, sell, rent, sub-license, reproduce, duplicate, or copy content from the Services, except with regard to your own content, or content to which you hold a suitably permissive license.
4. You may not redistribute content from the services unless such content is specifically designated for redistribution.
5. Nothing in these terms confers any license to any intellectual property rights, except as explicitly stated.

DMCA

If you believe that any material on the Services infringes upon any copyright which you own or control, you may send a written notification of such infringement to our designated agent as set forth below:

Name of Agent Designated to Receive Notification of Claimed Infringement: Jeff Kaplan
Full Address of Designated Agent to Which Notification should be Sent: 1181 Nixon Dr. #1009 Moorestown, NJ 08057
Telephone Number of Designated Agent: 212-655-5091
E-Mail Address of Designated Agent: dmca@freeport.app

To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), the notification must be a written communication that includes the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Your Responsibility

Disclaimers

1. You accept all risk of using the Services and their content. As far as the law allows, the operator provides the Services and its content “as is,” without any warranty whatsoever. The operator expressly disclaims, and you expressly waive, any representations, conditions or warranties of any kind, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights.
2. You confirm that you accept all risk associated with your usage of the Services, including all risk associated with your personal financial and cryptocurrency holdings and transfers.You agree and acknowledge that the operator is not responsible or liable for any loss, harm, or damage, of any kind, related to or arising from your use of the Services, or arising from disclosure of your personal wallet “key,” even if such loss may be attributed to an error or “bug” in the Services.
3. We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier.
4. At any time, your access to your tokens or other cryptocurrency assets may be suspended or terminated or there may be a delay in your access or use which may result in your tokens or other cryptocurrency assets diminishing in value or you being unable to complete a smart contract.
5. You accept all risks associated with the use of the Services to conduct cryptocurrency transactions, including, but not limited to, in connection with the failure of hardware, software, internet connections, and failures related to any supported network.
6. The Services may be suspended or terminated for any or no reason, which may limit your access to your cryptocurrency assets.
7. The website may hyperlink to and integrate websites and services run by others. The operator does not make any warranty about services run by others, or content they may provide. Use of services run by others may be governed by other terms between you and the one running service.
8. You agree that you understand the inherent risks associated with cryptographic systems, including hacking risks and future technological development.
9. You agree that you have an understanding of the usage and intricacies of native cryptographic tokens. You acknowledge and understand that with regard to any cryptographic tokens “stored” in a wallet to which you have custody, you alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to blockchain resources and your blockchain wallet.
10. You agree that with regard to any cryptographic tokens or other assets stored on resources hosted by the operator, the operator is not liable to you for any loss, failure, or unavailability of any kind, of such tokens or assets, for any reason.
11. Regardless of anything to the contrary in these terms, nothing in these terms is a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
12. The securities offered on or through the Services have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, Regulation S and/or Regulation A. Securities sold through private placements pursuant to Regulation D or Regulation S are restricted and not publicly traded, and are therefore illiquid. Securities sold in Regulation A offerings remain subject to State securities laws, or so-called “blue sky”, restrictions on trading. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering or trading on the Services.
13. Investment overviews and so-called “tombstone” advertisements on the Services may contain summaries of the principal features or terms of investment opportunities available through the Services, information about the operator's affiliates and their track record, the price performance of the art market, the price performance of specific artists and information about securities offerings. Such overviews and tombstone advertisements are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the Offering Circular filed with the Securities and Exchange Commission in the case of Regulation A offerings, the Private Placement Memorandum in the case of Regulation D or Regulation S offerings or other offering materials relating to such investment opportunity. By signing up for an account and providing the operator or its affiliates with your contact information, you are expressly indicating your interest in receiving such information and shall be deemed to be affirmatively requesting that the operator and its affiliates provide you with information contained in its offering materials relating to the operator and its affiliates' track record, the price performance of the art market, the price performance of specific artists and information about securities offerings. YOU MUST CAREFULLY REVIEW THE RELEVANT OFFERING CIRCULAR AND OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST. The information contained on the Services has been prepared without reference to any particular user's investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
14. You acknowledge that the operator and its affiliates do not provide investment advice or a recommendation of securities or investments. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.
15. The information and services provided on the Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the operator is not authorized to provide such information or services. Some products and services described on the Services may not be available in all jurisdictions or to all clients.
16. You acknowledge that you are not relying on the operator or any of its affiliates, officers, directors, partners, agents or employees in making an investment decision. Always consider seeking the advice of a qualified professional before making decisions regarding your business and/or investments. The operator does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other users. You agree that the operator and its affiliates, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interactions between you and other users.
17. It is your responsibility to determine what, if any taxes may apply to the transactions you complete under the Services and it is your responsibility to report and remit the appropriate tax to the relevant taxing authorities. You agree that the operator is not responsible for determining whether taxes apply to the exchanges made under the Services.

Private Secondary Transactions Risks and Disclosures

Participation as a prospective buyer (“Buyer”) in the private secondary trading of securities (“Transaction”) of a non-public company (“Issuer”), which may occur on an alternative trading system (“ATS”) or through the over-the-counter market (“OTC market”), involves significant risks. A Buyer should carefully consider, among other factors, the risks disclosed below. The risks disclosed below are not meant to be an exhaustive listing of all potential risk factors. A Buyer should consult with such Buyer's own advisers prior to making any decision to participate in any Transaction.

1. Private secondary transactions involving any security issued by an affiliate of the operator are conducted through North Capital Private Securities Corporation CRD#: 154559/SEC#: 8-68648 (“NCPS”), a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”).
2. NCPS's firm order ticket sets forth the term and conditions, which a buyer should read and understand.
3. Neither the operator nor NCPS is an investment advisor. Neither the operator nor NCPS makes any recommendation with respect to Buyer's holding, acquisition or disposition of any securities, or with regard to any investment strategy or account type. Whether to hold, acquire or dispose of any securities will be in a Buyer's sole and absolute discretion. Buyers are strongly encouraged to consult with such Buyer's own legal, tax, accounting, business, financial and other advisers. NCPS will not consider the investment, tax or other objectives of a Buyer individually.
4. Any Transaction will be dependent on an existing exemption from registration requirements with which a Buyer and the prospective seller will be solely responsible in complying, as well as with all law, rules, regulations, orders, policies and agreements applicable to a Transaction and the transactions contemplated thereby. Any further resale of the securities acquired in a Transaction will be dependent on an then-existing exemption from registration requirements; subsequent resale may be difficult.
5. A prospective seller's securities may be subject to certain transfer restrictions, holding periods, and similar obligations pre- and post-trade, which may be enacted by law, contract, policy, bylaw, charter or otherwise (collectively, “Transfer Restrictions”). A Buyer and the prospective seller in a Transaction will be solely responsible for being aware of, understanding and complying with all Transfer Restrictions.
6. Transfer Restrictions may affect the method, timing and price of a Transaction and whether a Transaction ultimately can be consummated. Buyer may receive the securities post-trade subject to the same or similar restrictions and rights. A Transaction could take weeks, months or years to complete, if it can be completed, and may require Issuer's prior consent.
7. The acquisition of securities in a Transaction may be subject to transfer fees, which a Buyer may be obligated to pay in whole or in part. For example, an Issuer may require a Buyer to pay an amount intended to reimburse it for costs and expenses of a Transaction. A Buyer will be agreeing to proceed with a Transaction regardless of such transfer fees. Transfer fees are in addition to commissions due in connection with a Transaction.
8. The number of securities to be acquired in a Transaction by a Buyer may be subject to adjustment as a result of Transfer Restrictions. For example, an Issuer may impose a limit on the number of securities a prospective seller may sell at any given time. By signing a Firm Order Ticket, a Buyer will be agreeing to proceed with a Transaction regardless of such adjustment.
9. Unless Issuer or its transfer agent has recorded any transfer as a result of a Transaction, issues may arise as to the enforceability of any such transfer.
10. Issuer securities are relatively illiquid, or “thinly traded,” and subject to dilution, which tend to increase price volatility. Price discovery may be difficult. In some cases, the acquisition of a position in such securities may not be possible within a reasonable period of time (if at all). Any historical pricing provided to a Buyer is for informational purposes only and is not indicative of value or a price a Buyer may obtain in a Transaction.
11. Reliable information regarding an Issuer or its prospects or the risks associated with the business of an Issuer or an investment in such Issuer's securities may not be available or may be not publicly verifiable. As a result, it may be difficult to properly value and assess the risk of any investment decision, including the purchase of securities.
12. Issuers of unregistered securities have no duty to provide information. While many Issuers may register securities with the SEC and may provide regular reports to security holders in connection with such registration, Issuers are not required to maintain such registration or provide such reports because their securities are available on an ATS or otherwise through the OTC market. Securities may continue to be available if an Issuer is delinquent in its reporting obligations to the SEC or other federal or state regulatory agencies. Quotation of a security on an ATS or otherwise through the OTC market does not in itself create any ongoing filing or reporting obligations with the SEC for any Issuer. In many cases, an Issuer may not even be aware that its securities are available on an ATS or otherwise through the OTC market.
13. Any information received by a Buyer is for reference purposes only and is neither an offer nor a solicitation to purchase or sell any security. None of the information provided constitutes a recommendation that any investment is suitable for any person.
14. A Buyer may have different access to information on an Issuer and such Issuer's securities than a prospective seller. A Buyer will be responsible for complying with all law, rules, regulations, orders, policies and agreements applicable to insider trading.
15. There can be no assurance that any information provided is accurate or error free. Any user of such information expressly assumes all risks from using such information. Buyers are urged to confirm the accuracy of information with the Issuer and its management prior to making any investment decision.
16. Any investment decision is speculative and involves a high degree of risk. The same investment risks at issuance of the securities may continue to be the same investment risks on the trading of such securities. A Buyer should reconsider the applicable risk factors set forth in any available offering materials at the time of original issuance. Such risk factors may include those associated with limited operating history, market, industry and company operational volatility, illiquidity, dilution and preemption or the investment and participation in returns, if any, and lack of transparency and access to information. All such risk factors are incorporated in this list by reference. Post-Transaction, the securities acquired by a Buyer may significantly decline in value. Buyer may lose all or part of Buyer's investment. There is no assurance of an investment return. There is no market for the securities being acquired; resale may be difficult.
17. A Buyer should read all terms and conditions of the firm order ticket, as well as in connection with a particular transaction. In addition to other remedies in equity, law or contract, a Buyer may be subject to penalties as a result of such Buyer's acts or omissions regardless of whether a transaction actually is consummated. For example, once a trade is matched, a Buyer may be assessed a service fee if the transaction fails to consummate as a result of such Buyer's failure to proceed. Circumstances may arise post-match and pre-closing of a Transaction that may affect the value, tax treatment, timeline of settlement, updates to transfer documents, etc. of or with respect to the securities in the Transaction; a Buyer will be agreeing to proceed with a Transaction regardless of such circumstances.
18. A Buyer's execution of a firm order ticket constitutes Buyer's irrevocable binding commitment to purchase the securities described therein on the terms set forth therein.
19. None of the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any information.

Limits on Liability / Indemnification

1. As far as the law allows, neither you nor the operator will not be liable to the other for any: (1) financial losses; (2) loss of use, data, business or profits; or (3) indirect, special, consequential, exemplary, punitive, or any other damages arising out of or relating to the Services or these Terms of Service.
2. Both you and the operator acknowledge that the limitations of liability in this section are material provisions of these Terms of Service, and that absent those limitations of liability, one or both of the parties would have declined to enter into the Terms of Service on the economic and other terms stated in it.
3. To the extent not expressly prohibited by law, both you and the operator knowingly, voluntarily, intentionally, permanently, and irrevocably:
   1. AGREE that the rights and obligations of both you and the operator that arise out of or relate to the Services, or any transaction or relationship resulting from the Services or these Terms of Service, are to be defined solely under the law of contract in accordance with the express provisions of these Terms of Service; and
   2. WAIVE any such obligations allegedly owed by you or the operator that are not expressly stated in these Terms of Service, whether those obligations are alleged to arise in (for example) quasi-contract; quantum meruit; unjust enrichment; promissory estoppel; tort; strict liability; by law (including for example any constitution, statute, or regulation); or otherwise.
4. You and the operator specifically agree that each limitation of liability in this section is to apply:
   1. to both you and the operator, and to the affiliates, agents, and associated individuals of both you and the operator;
   2. to all claims for damages or other monetary relief, whether alleged to arise in contract, tort (including for example negligence, gross negligence, or willful misconduct), or otherwise;
   3. regardless whether the damages are alleged to arise in contract, negligence, gross negligence, other tort, willful misconduct, or otherwise;
   4. even if the allegedly-liable party was advised, knew, or had reason to know of the possibility of excluded damages and/or of damages in excess of the relevant damages cap, if any; and
   5. even if one or more limited remedies fail of their respective essential purposes.
5. Except as expressly stated otherwise in the Agreement: The cumulative total liability of both you and the operator, for any and all breaches of these Terms of Service, is not to exceed one hundred US Dollars ($100.00 USD) OR the amount paid by you to the operator as fees for the use of the Services, whichever is smaller.
6. Both you and the operator expressly agree not to seek damages in excess of any applicable limitation of liability stated in these Terms of Service.
7. Both you and the operator acknowledge that some jurisdictions might not permit limitation or exclusion of remedies under some circumstances, in which case some or all of the limitations of liability stated in this section might not apply; this sentence, though, is not to be taken as a concession that any particular limitation or exclusion should not apply.
8. You agree that you will defend, indemnify and hold harmless the operator, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Site.

Termination

1. Either you or the operator may end this agreement at any time. When this agreement ends, your permission to use the Services also ends.
2. If you violate any provision of this agreement for any reason, this agreement will automatically terminate and you must cease and desist from any further use of the Services.
3. The following sections continue after this agreement ends: Your Content, Feedback, Your Responsibility, Disclaimers, Limits on Liability, and General Terms.

Disputes

1. The law of the location of the operator's incorporation will govern these terms and all legal proceedings related to these terms or your use of the Services.
2. We both agree that all disputes related to the Services under these terms will be heard by arbitration. The arbitration will be in English, heard by one arbitrator, and conducted by JAMS.
3. If you are resident or domiciled in the United States, the arbitration will be conducted pursuant to JAMS' Streamlined Arbitration Rules and Procedures, except as modified by these terms. If you are not resident or domiciled in the United States, the arbitration will be conducted pursuant to JAMS' International Arbitration Rules, and in accordance with the Expedited Procedures in those rules, except as modified by these terms. The JAMS rules are available at https://www.jamsadr.com/.
4. The arbitrator's judgment will be final and enforceable in any court of competent jurisdiction.
5. The seat of the arbitration will be the location of the operator's incorporation, but the arbitration will be conducted remotely to the extent permitted by the arbitration rules in effect.
6. We both agree to maintain the confidential nature of any arbitration proceeding and any award, except as may be necessary to prepare for or conduct any arbitration hearing.
7. As a limited exception to the requirement for arbitration, both sides retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
8. If, for any reason, a dispute is heard in a court of law, both sides agree to bring any proceedings related to this agreement (other than the enforcement of a judgment) only in courts of competent jurisdiction in the location of the operator's incorporation.
9. Neither you nor the operator will object to jurisdiction, forum, or venue in those courts.
10. Both sides waive their rights to trial by jury, and agree to bring any legal claims related to this agreement as individuals, not as part of a class action or other representative proceeding.

General Terms

1. If a section of these terms is unenforceable as written, but could be changed to make it enforceable, that section should be changed to the minimum extent necessary to make it enforceable. Otherwise, that section should be removed, and the others should be enforced as written.
2. You may not assign this agreement. The operator may assign this agreement to any affiliate of the operator, any other company that obtains control of the operator, or any other company that buys assets of the operator related to the Services. Any attempt to assign against these terms has no legal effect.
3. Neither the exercise of any right under this agreement, nor waiver of any breach of this agreement, waives any other breach of this agreement.
4. These terms, plus the terms on any Services incorporating them by reference, are all the terms of agreement between you and the operator about use of the Services. This agreement entirely replaces any other agreements about your use of the Services, written or not.

Contact

1. You may notify the operator under these terms, and send questions to the operator, at support@freeport.app.
2. The operator may notify you under these terms using the e-mail address you provide for your account on the Services, or by posting a message to the homepage of the Services or your account page.

Changes

1. The operator may update the terms of service for the Services. The operator will post all updates to the Services. The operator may also announce updates with special messages or alerts on the Services.
2. Once you get notice of an update to these terms, you must agree to the new terms in order to keep using the Services.