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Terms of Use

Terms of Use

FundAthena, Inc., a Delaware corporation doing business as “Manhattan Street Capital” (“Manhattan Street Capitalor “MSC”), brings together prospective investors and companies (“Company” or “Companies”) seeking growth capital. On this website platform (the “Platform) companies seeking growth equity can post information about their business, fundraising plans and value proposition and solicit feedback and test interest from prospective investors and industry advisers that they can use to refine and improve their fundraising pitches and presentations before filing their offering documentation with the federal Securities and Exchange Commission (“SEC) under newly implemented Regulation A+ (“Reg A+), which allows investors of all financial backgrounds and investment experience to participate in capital market investments.  MSC also conducts Reg D 506C offerings which are restricted to Accredited investors.

Whether you are a prospective investor, a Company seeking capital, a casual visitor or a registered user of the Platform, your use of the Platform is governed by the following terms and conditions (“Terms of Use), as well as the Manhattan Street Capital Privacy Policy, Indemnification Terms below and other operating rules, minimum qualifications and cautions posted throughout the Platform or presented to you individually during the course of your use of the Platform (collectively, the “Agreed Terms). The Agreed Terms govern your use of the Platform and Manhattan Street Capital reserves the right to update or replace the Agreed Terms any time without notice and you are advised to review the Agreed Terms for any changes when you visit the Platform even if you have not received a notification of changes as you are bound by them even if you have not reviewed them. Your viewing and use of the Platform after such change constitutes your acceptance of the Agreed Terms and any changes to such terms. If at any time you do not want to be bound by the Agreed Terms you should exit and cease using the Platform immediately.

Intended Use of Platform

Manhattan Street Capital provides the marketplace that enables businesses seeking growth advice and capital, individuals, and firms seeking investment opportunities and advisors seeking to support growing companies to gather in one place and utilize cutting-edge technologies and revolutionary advancements in the SEC’s regulations to foster business and financial opportunity. Companies seeking feedback can post information about their business and fundraising goals on the Platform for others to view and assess and such posting does not mean that the Company has offered or agreed to complete an offering.

Manhattan Street Capital is not a broker-dealer or placement agent. At no time does Manhattan Street Capital offer, broker, advise, purchase, sell or otherwise transact in securities regulated by the SEC or federal or state law. Manhattan Street Capital does not accept, hold or transfer cash or securities. Manhattan Street Capital does not guarantee that a Company seeking investment will achieve any level of fundraising or that any proposed offering will qualify under applicable federal and state securities laws.

Manhattan Street Capital is not a personal financial advisor. Manhattan Street Capital, whether through the Platform or otherwise, does not provide personal financial advice, loans or credit, banking, consumer credit ratings, credit decisions, financial products, brokerage accounts, insurance, tax advice, legal advice, or financial or legal services of any kind. Even if featured on the Platform, unless expressly stated otherwise, Manhattan Street Capital does not provide endorsement to or for any advisor/Company seeking capital or investment opportunity.

Manhattan Street Capital does not guarantee any result to anyone. All users of the Platform are responsible for making their own decisions to use the Platform and for any activity taken on the Platform, including without limitation registering, posting information about their Company and any proposed financing, reserving an investment, making an investment or otherwise.

User Registration

You may browse the Platform without being a registered user, however, certain features are only accessible to registered users. If you are accepting the Agreed Terms on behalf of an organization or entity, rather than in an individual capacity, you represent and warrant that you are authorized to accept the Agreed Terms on that organization or entity’s behalf and bind them to these Agreed Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

Only real persons at or above the age of 18 may register for an account and use the Platform. Registering for an account on the Platform creates no commitment or obligation on the registered user to make any investment or seek any investment. All information you provide to the Platform must be truthful, accurate and complete in all material respects. Our registration process may use third-party validation technology, including those provided by third-party social media sites, to attempt to confirm your qualification to use the Platform. Manhattan Street Capital may reject any application to register an individual or an organization or entity for failure to achieve validation through available methods or otherwise meet Manhattan Street Capital’s registration requirements.

Your registration and the use of any third-party site is subject to the terms and conditions and policies of such sites and Manhattan Street Capital is not responsible or liable for any harm resulting from the use or misuse of those sites, including when such harm could or does affect your account on this Platform or use of the Platform. If you wish to disconnect your Platform account from your validation account, please following instructions provided on the Platform or contact our customer service department. Such disconnection may result in your inability to access your account.

Registered Account Obligations

The named registered user of an account is the only person that may use the account and it may not be transferred to anyone else. If you are a control person on a Company Offering page, you may transfer responsibility for the page to another individual through mechanisms made available on the Platform or by contacting customer service. If you represent a firm considering or managing an investment on the Platform or providing advisory services, your replacement representative must register for his/her own account and establish any links from that account that may be available on the site to the firm.

You are responsible for maintaining the confidentiality of your user name and password and to periodically change your password to maintain security. If you have concerns that your user name or password may have been compromised and suspect that unauthorized access to your account or the Platform has occurred, you must immediately contact Manhattan Street Capital’s customer service through a secure method (which may not be through your Platform account).

Content Use Limitations

Your use of the Platform and its videos, webinars, images, infographics, alerts, text, articles, assessments, checklists, forms, ratings, design, data, source code, analytics, photos, software, trademarks, copyrights, and other information (“Content) may only be used for the lawful and intended purposes expressly authorized by Manhattan Street Capital. If you access this Platform from outside the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction, as well as any restrictions that you may be subject to by a department of the United States government. Any misuse or unauthorized use of the Platform and its Content, or other violations of the Agreed Terms may violate Applicable Law (see below), including without limitation SEC regulations and applicable state securities laws, copyright laws (including the Digital Millennium Copyright Act), trademark laws, the laws of privacy, laws of publicity, identity theft and communications statutes and regulations, in which case Manhattan Street Capital is authorized to terminate your account and access to the Platform at any time and without notice and report you to the appropriate authorities and other interested parties, such as a claimed intellectual property owner. See Manhattan Street Capital’s Privacy Policy for further information.

Even if such Content or activity does not violate Applicable Law, you are prohibited from posting or transmitting any material on or through the Platform that, in Manhattan Street Capital’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, constitutes anti-competitive collaboration or antitrust violations, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Manhattan Street Capital will fully cooperate with any law enforcement authorities or court order requesting or directing Manhattan Street Capital to disclose the identity of anyone posting any such information or materials on the Platform.

By posting Content on the Platform, you represent and warrant that you have all necessary rights to make the Content available on the Platform and acknowledge that all postings on the Platform are not confidential and are available for public viewing.

Prospective Investor Accounts

Any person or entity that is considering making or makes a reservation of investment with a Company that posts its fundraising plans on the Platform, or, after the fundraising plan becomes a qualified offering under the SEC’s rules, makes an investment, does so at his or her own risk. All investment carries the risk that you may lose some or all of your investment. No Content on the Platform is a replacement for performing your own due diligence, exercising good judgment and seeking financial, investment, tax or legal advice from qualified and licensed professionals with knowledge of your personal circumstances. Any registered financial, legal or tax representatives or firm working for or with Manhattan Street Capital or communicating with you or users in general through the Platform are not your personal advisors and do not have knowledge about your personal circumstances and anything they post is for informational purposes only and may not be accurate to your situation and you agree that you shall not rely on Content on the Platform in making personal decisions about an investment or the potential legal, tax or financial consequences of such investment. You are encouraged to seek personal professional advice from qualified and licensed professionals.

You are solely responsible for your investment decisions. While you may be asked about your identity, individual financial circumstance and investment experience and sophistication during your engagement with the Platform, Manhattan Street Capital and its advisors and vendors are not responsible to verify the veracity of the information that you provide, even if you certify to its truth or undergo a suitability review. Whether you are an Accredited Investor”, as such is defined under securities law, or a non-accredited investor, or an institutional investor, Manhattan Street Capital and the Companies seeking investment are relying on your representations with respect to your investment experience, your financial status and your eligibility to invest. You may, further, be held personally liable for your fraud, negligence and other bad acts that may result from any false representations you make.

Company Accounts

Each Company registering on the Platform to seek feedback, including reservations of investment, on its potential fundraising plans and the potential offering of shares for purchase after qualification, must have two high-level executives with registered accounts on the Platform. One must be the chief executive officer or president and the other must be the chief financial officer or the equivalent of the Company. They and the Company by virtue of posting or having a third party post Content on behalf of Company provide Manhattan Street Capital and its affiliates a perpetual, irrevocable, non-exclusive license to the Content. Other Company employees and advisors with accounts may manage the Content on the Company page. Such individuals are responsible to and must accept, read and understand all policies, procedures, directions and communications from Manhattan Street Capital. No such individual may be an individual who is prohibited from making securities offerings in the United States or country of residence. The registered individuals and the Company are solely responsible for the Content that they post on the Platform, including any changes to the Content made by its employees and advisors. Each registered individual must disclose their affiliation with and interests in the Company in any Content, post or rating they make on the Platform with respect to their Company and offering, including pages outside the Company page. All Content posted on the Platform must be truthful, accurate and complete in all material respects. Manhattan Street Capital is not obligated to pre-screen, police, edit or monitor Content posted to the site by users. If any Content is found to be unlawful or fraudulent, the Content and the entire Company page may be removed by Manhattan Street Capital without notice. The Content may not be reposted until it is corrected. If it is believed to be uncorrectable by Manhattan Street Capital or its advisors, the registered individuals and the Company may be banned from the Platform.

All Companies seeking to post Content on this site about their business and fundraising plans, as well as their officers and directors, must apply for eligibility and are subject to certain verifications requirements with which they must cooperate. Manhattan Street Capital may request additional information to host your Company page on the Platform. Companies are advised to consult with appropriate and qualified legal counsel before making or registering any offering.

Each Company and registered individual associated with and posting for the Company is solely responsible for the Content such Company posts on the Platform and, by registering with the Platform and posting Content on the Platform represents and warrants that: (i) he/she/it has and will comply with all applicable laws, regulations, rules, ordinances, judgments, decrees, injunctions, arbitration awards or order of any governmental agency, authority and regulatory body or anybody duly authorized to exercise any administrative, judicial, executive, legislative, police, regulatory or taxing authority power or authority (“Applicable Law); and (ii) such Content does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Company, further, is responsible for and shall take reasonable steps to determine the suitability of any prospective investor.

Platform Fees and Payment Terms

http://www.manhattanstreetcapital.com/faq/for-fundraisers/what-fee-does-Use of the Platform may be subject to certain fees or charges (collectively the “Fees”). Manhattan Street Capital’s currently applicable Fees and payment terms can be found at ...

. MSC will invoice your business for fees due using the contact information you have provided to Manhattan Street Capital. Prompt payment of fees is required to maintain your Company's live listing on the Platform. All Fees are non-refundable. Manhattan Street Capital will use commercially reasonable efforts to provide you notice in the event the Fees change.

Exclusivity Terms

By preparing a Company offering on Manhattan Street Capital, or when a marketing agency that works on behalf of Company establishes a draft offering for Company on The Platform, Company agrees that for 12 months after Company offering first goes live to the public, Company will not use any other on-line funding platform to raise, solicit, or otherwise obtain Reg A+ or Reg D funding, whichever applies.

By Company using Manhattan Street Capital for introductions to marketing agencies or broker-dealers or broker-dealer syndicates or underwriters, and by Company utilizing any such service provider that Manhattan Street Capital introduced to Company, Company commits to the Fees, and that Company will conduct its Reg A+ offering with and through Manhattan Street Capital. If Company elects to conduct a Reg A+ offering without utilizing Manhattan Street Capital within twelve months of such introduction, Company agrees to pay Manhattan Street Capital 50% of the Fees it would have been required to pay Manhattan Street Capital if such Company offering had been completed through Manhattan Street Capital, as Liquidated Damages.

Advisor Accounts

Individuals registering as or acting as advisors, analysts or other persons of knowledge or who are such advisors and analysts by trade are required to disclose their licenses, ownership positions and relevant affiliations, including whether a Company is a client, in all interactions with the Platform and with other users of the Platform. Advisors and analysts are solely responsible for the Content they post and any advice or analysis they provide to their client companies or to users of the Platform. Manhattan Street Capital accepts no responsibility or liability for Content posted by third parties.

Termination of Account

Manhattan Street Capital may suspend or terminate your account and your ability to use the Platform at any time for any lawful reason and Manhattan Street Capital accepts no liability for any harm that may be caused, directly or indirectly, by such suspension or termination, including without limitation loss of the opportunity to gain investors, complete a fundraising or any fees or gains you did not achieve.

Reserve My Investment

Making a “Reserve My Investment” indication with a Company page involves no obligation or commitment of any kind. No money or other consideration is being solicited or accepted. Offers to buy securities or pay part of the purchase price cannot be received for any investment in a company until a Form 1-A offering document filed by the applicable company is qualified by the SEC for that investment and through a registered entity. You may withdraw your reservation of investment at any time until a qualified offer of the sale of securities is made and accepted after the SEC offering qualification date. While you keep a reservation, you will be notified if a filing with the SEC is made for a company that you reserved an investment possibility in, when it is amended and when it is qualified. If a preliminary or final offering statement is filed with the SEC, it will be made available to you and you are encouraged to read the offering in full as it will provide you with more detailed information about the company, the terms and conditions of any potential offering and the risk, uncertainties and timing associated with any potential offering.

Ownership & Use of the Platform and Content

The entire Platform and all intellectual property rights related to the Platform belong to Manhattan Street Capital. Intellectual property rights related to the Content posted by a Company and or advisor, and licensed to Manhattan Street Capital hereunder, belong to the applicable licensor.

You agree that the Content cannot by copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form or by any means without the express advance written consent of an officer of Manhattan Street Capital or the applicable licensor. You may not modify, participate in the sale or transfer of, or create any derivative works based on any part of all of the Content. Using Content, including by linking, framing, or mirroring for any purpose, is prohibited without the express advance written consent of an officer of Manhattan Street Capital.

Opinions expressed, or material appearing, on this website are not shared or endorsed by Manhattan Street Capital and Manhattan Street Capital should not be regarded as the publisher of such opinions or material. Please be aware that Manhattan Street Capital is not responsible for the privacy practices, or Content, of third parties. Evaluate the security and trustworthiness of any other site connected to the Platform and any advisor you access through this Platform before disclosing any personal information to them. Manhattan Street Capital will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your interactions with third parties.

All licensors of Content warrant to Manhattan Street Capital that they have full rights to share the Content on the Platform and with Manhattan Street Capital and any other user of the Platform. Companies seeking investment are solely responsible for the Content that they post and the responses they provide. Manhattan Street Capital may, but is not required to, suspend or terminate any user and remove their Content if Manhattan Street Capital has reasonable grounds to believe that the registration and any Content is untrue, inaccurate, not current or incomplete. Manhattan Street Capital does not validate the information for accuracy or ownership rights or whether it is current. Manhattan Street Capital expressly disclaims any responsibility and all warranties of accuracy, truthfulness and completeness of the information posted.

Availability of Platform

Manhattan Street Capital does not warrant the Platform, its Content or any services provided or offered on the Platform or any content or services you obtain through your use of the Platform (such as hiring an advisor or making an investment decision) will be uninterrupted, timely, or virus or error free. Manhattan Street Capital and its advisors do not guarantee that any financial, legal, tax or other professional you may require will be available or meet your expectations or be able to address all issues you may raise or require. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Platform or the rights or use and enjoyment of the Platform by any other person or entity in any manner. By using the Platform you release Manhattan Street Capital, its employees, contractors, advisors, vendors, agents, and affiliates against any and all loss, damage, and claims, in whatever manner, howsoever caused arising from or related to your use of the Platform and any advisor you retain or rely on or any investment decision you may make.

Information and Investments Are Selected and Used at Your Own Risk

Content is provided for educational purposes only and shall not be construed as professional advice. Manhattan Street Capital is not responsible for pre-screening, policing, editing or monitoring Content posted to the site by users. Because Content only provides general coverage of the subject area without considering your individual financial situation or complexities in the law that might apply to you, before acting on any Content you should consult with a competent professional who can advise you about your specific financial objectives. Any action you take on Content or because of using this website is at your own risk.

You are solely responsible for using your own judgment in using the Platform, including deciding which financial professional to hire and what products and services you may use and purchase. You are solely responsible for your selection of any advisor or investment, even if the advisor or Company seeking investment was featured as a sponsor of Content. Companies seeking investment, investors, and advisors on the Platform are solely responsible for the information they provide on this website and to you, and for the services and products they provide. Manhattan Street Capital is not responsible for the conduct of any third party and shall not be liable for any damages or costs of any type arising out of or in any way connected with your use of such services and products.

You may lose all money that you invest in a company seeking feedback or investment on the Platform. If you cannot afford to lose all of your investment, you should not invest.

Disclaimers, Exclusions, and Limitations of Liability

The Platform and its Content are provided on an "as is" and “as available” basis and use of the Platform in any manner is solely at your own risk. To the fullest extent permitted by law, Manhattan Street Capital:

DOES NOT GUARANTEE, AND EXPRESSLY EXCLUDE ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ITS CONTENT AND PROFESSIONAL SERVICES, WHETHER PROVIDED BY MANHATTAN STREET CAPITAL, OUR AFFILIATES, OUR CUSTOMERS, COMPANIES SEEKING INVESTMENT, ADVISORS, INVESTORS OR ANY OTHER THIRD PARTY, INCLUDING IN RELATION TO ANY INACCURACIES, ERRORS, OR OMISSIONS IN THE PLATFORM, ITS CONTENT, FINANCIAL ADVICE, AND/OR MARKETING MATERIALS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU;

EXCLUDE ALL LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, DELAY, OR UNAVAILABILITY OF THE PLATFORM AND ITS CONTENT, INCLUDING LOSS OF MONEY, INABILITY TO CONCLUDE AN INVESTMENT, SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND FOR ANY DAMAGE CAUSED TO YOUR COMPUTER, COMPUTER SOFTWARE, SYSTEMS, PROGRAMS, AND THE DATA THEREON. UNDER NO CIRCUMSTANCES WILL MANHATTAN STREET CAPITAL OR ITS AFFILIATES, ADVISORS AND VENDORS BE LIABLE FOR ANY DAMAGES, INCLUDING GENERAL, SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT, TORT, OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE PLATFORM, THE CONTENT, OR ANY THIRD-PARTY WEBSITE THAT IS LINKED TO BY THE PLATFORM, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, EVEN IF MANHATTAN STREET CAPITAL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.

Is not liable for any defamatory, offensive or illegal conduct of any Platform user. Your sole remedy for dissatisfaction with the Platform is to stop using the Platform. If using materials from the Platform results in the need for servicing, repair or correction of equipment or data, you assume any costs; and,

If any or all the foregoing limitations are found to be invalid, in whole or in part, you agree that our total liability for all damages, losses, or causes of action of any kind or nature shall be limited to compensatory damages and limited to the greatest extent permitted by Applicable Law.

Indemnification Terms

By registering with the Platform, Company representatives individually and on behalf of their Company hereby agree to indemnify, defend and hold Manhattan Street Capital, shareholders, investors, officers, directors, employees, consultants, advisors, service providers, suppliers, vendors, advertisers, agents (“Related Parties) and its affiliates and their Related Parties in accordance with these Indemnification Terms. The Indemnification Terms constitute Agreed Terms hereunder. You are cautioned and advised to review the Indemnification Terms in full.

Company agrees to indemnify and hold harmless Manhattan Street Capital (“MSC”) and its respective directors, officers, employees, agents and controlling persons (MSC and each such person being an “Indemnified Party”) from and against all losses, claims, damages and liabilities (or actions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the performance by MSC of the services contemplated by or the engagement of MSC and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or pending claim, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by the Company. The Company will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions, (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from MSC’s willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to or arising out of the engagement of MSC pursuant to, or the performance by MSC of the services contemplated by, the Agreement except to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from MSC’s willful misconduct or gross negligence.

Promptly after receipt by an Indemnified Party of notice of any intention or threat to commence an action, suit or proceeding or notice of the commencement of any action, suit or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the Company pursuant hereto, promptly notify the Company in writing of the same. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Company, or that a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Indemnifying Party to conduct the defense of both the Company and the Indemnified Party (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (in addition to local counsel) representing Indemnified Parties unless the defense of one Indemnified Party is unique or separate from that of another Indemnified Party subject to the same claim or action. Any failure or delay by an Indemnified Party to give the notice referred to in this paragraph shall not affect such Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes actual harm to the Company, or prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party.

If the indemnification provided for in the Agreement is for any reason held unenforceable by or unavailable to an Indemnified Party, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable or unavailable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and MSC, on the other hand, of the Agreement and any potential offering or, (ii) if (but only if) the allocation provided for in clause (i) is for any reason unenforceable or unavailable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and MSC, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits to the Company and MSC of the Agreement and any potential offering as contemplated shall be deemed to be in the same proportion that the total value received or contemplated to be received by the Company or its shareholders, as the case may be, as a result of or in connection with the Agreement and any potential offering bear to the fees paid or to be paid to MSC under the Agreement. Notwithstanding the foregoing, the Company expressly agrees that MSC shall not be required to contribute any amount in excess of the amount by which fees paid MSC hereunder (excluding reimbursable expenses), exceeds the amount of any damages which MSC has otherwise been required to pay.

The Company agrees that without MSC’s prior written consent, which shall not be unreasonably withheld, it will not, and will not permit any of its affiliates to, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification or contribution could be sought under the provisions of the Agreement, unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.

In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such Indemnified Party is not named as a defendant, the Company agrees to promptly reimburse MSC on a monthly basis for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. In addition to any reimbursed fees, expenses or costs outlined hereunder, MSC shall also receive from the Company cash compensation of $2,000.00 per person, per day, plus reasonable out-of-pocket expenses and costs should MSC be required to provide testimony in any formal or informal proceeding regarding the Company.

If multiple claims are brought with respect to at least one of which indemnification is permitted under applicable law and provided for under the Agreement, the Company agrees that any judgment or arbitration award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the judgment or arbitration award expressly states that it, or any portion thereof, is based solely on a claim as to which indemnification is not available.

Waiver and Severance

Failure of Manhattan Street Capital to insist upon strict performance of any provision of the Agreed Terms or the failure of Manhattan Street Capital to exercise any right or remedy to which it is entitled shall not constitute a waiver thereof and shall not affect the validity of the Agreed Terms, or any part, or Manhattan Street Capital's right to enforce each and every provision. If any of the Agreed Terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from the Agreed Terms and the remaining Agreed Terms will continue to apply.

Choice of Law, Time Limit and Arbitration

The laws of the State of Delaware govern these Agreed Terms. Manhattan Street Capital makes no representation that the Platform is operated in compliance with the laws of any nation but the United States. If you are located outside the United States, you view this website and access the Platform at your own risk and initiative.

This Platform and the Content posted on it or made available through it shall not constitute an offer or solicitation and may not be treated as an offer or solicitation: (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. Any securities that may be offered on the Platform can only be marketed in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence.

You must bring all disputes with Manhattan Street Capital within one year of obtaining knowledge of the cause of action forming the basis of the dispute.

By accessing the Platform you agree that in the event of any dispute between you and Manhattan Street Capital and its Related Parties and its affiliates and their Related Parties, you will first attempt in good faith to resolve the dispute at least 45 days before instituting any formal proceeding. You, Manhattan Street Capital, its affiliates and all Related Parties agree to submit any dispute for binding arbitration before JAMS and in accordance with its expedited and streamlined Arbitration Rules and Procedures (“Rules) before one commercial arbitrator agreed upon by the parties, or if it cannot be agreed upon in accordance with the Rules. Requests for discovery shall be limited to that which is directly relevant to the claim(s) specified in the arbitration notice. No more than two discovery depositions may be taken, totaling no more than 11 hours. Each side will be limited to one day of argument, including rebuttal. The decision will be final and binding and may be entered into any court having jurisdiction to enforce the decision.

To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Content Information

To contact MSC about these Agreed Terms or any other questions, we can be reached at: [email protected]