TERMS OF SERVICE This website is operated by EM3 LABS (“EM3 | LABS”, “we”, “our” or “us”). In exchange for access to any websites or platforms operated by EM3 | LABS, users (“you”) must agree to enter into a contract (these “Terms of Service”) with us. The scope of this agreement does not include 3rd party websites that are relayed by EM3 | LABS but not under our ownership. These 3rd party sites may be subject to their own Terms of Service. The materials on this website are for illustration and discussion purposes only and do not constitute an offering. An offering may be made only by delivery of a confidential offering memorandum to appropriate investors. Past performance is no guarantee of future results. Please read these Terms of Service carefully. By using our infrastructure, you agree to its terms. If you do not agree to these Terms of Service, you are not authorized to access the Sites, and you must discontinue use of all Sites immediately. In the case of a conflict between these Terms of Service and any other written agreement (“Agreement”) between EM3 | LABS and any company that uses any EM3 | LABS service (“Client Company”), the terms of the Agreement shall control with respect to use of the Sites by employees of the Client Company. For purposes of these Terms of Service hereinafter, “Authorized Users” includes employees of such Client Companies and other authorized users of the Restricted Areas (defined below). General We reserve the right to change these Terms of Service at any time in our sole discretion. You should check the Sites from time to time to review the then-current Terms of Service. Your continued use of the Sites constitutes your acceptance of any changes to the Terms of Service. User Conduct You are required to comply with all applicable laws and regulations, including local, state, national, foreign, or international statutes, regulations, rules, orders, treaties, or other laws, in connection with your access to and use of the Sites and such further limitations as may be set forth in any notice from us. As a condition of your access and use of our services, you warrant that you will not these for any purpose that is unlawful or prohibited by the Terms of Service. We may restrict, suspend, or terminate your access to our services without notice to you if we believe that you have violated any law or these Terms of Service. You further agree that, if you choose to access our services, you do so on your own initiative and are responsible for compliance with applicable laws in your jurisdiction of residence. Violations of system or network security may result in civil or criminal liability. In accordance with these Terms of Service, we may be required investigate and work with law enforcement authorities to prosecute users who are involved in such violations. Registration, Account Security, and Eligibility Access to our proprietary data is restricted to Authorized Users to whom we issue usernames and passwords. You are not authorized to access any Restricted Areas unless you have received credentials from us. You may not use another person’s password to access our data, but you may access these restricted areas by using a password issued to your employer if your employer is a Client Company and has authorized you to use its password (subject to any licensing restrictions that may have been agreed to by your employer in its Agreement with EM3 | LABS). You are responsible for maintaining the confidentiality of your password, and you agree not to share your password with anyone or allow anyone to use your account. You also agree to take full responsibility for any activity that occurs through the use of your account. If you become aware that any other person has accessed your account or has obtained your password, you agree to notify us immediately. Even if you notify us, you will be responsible for any damage caused by the breach of security, both before and after the notification. Accuracy, Privacy, and Use of Personal Information Whenever we ask you to identify yourself, or for other personal information, you agree to provide truthful, accurate, current, and complete information, and to keep this information current and accurate throughout the time you remain a user of our services. You also represent and warrant that you have obtained all necessary consents, approvals and authorizations to provide the personal information to us, and that you are not violating any laws, rules or regulations or the rights of any individual or entity, by providing such personal information. The EM3 | LABS Privacy Policy explains our handling of the personal information we maintain about you. By using the Sites, you indicate that you understand and agree to the information collection, use, and disclosure practices described in our Privacy Policy and any additional notices governing our online services, so you should review them before using the Sites. If you have questions about our privacy practices, please contact us. You also agree to respect the privacy of other users. If you obtain contact information for any other user through our services, you agree to use that contact information only for legitimate business communications and that you will not use information obtained from our platform to send, cause to be sent, or assist in the transmission of, unsolicited commercial messages (known as “spam”) to any other users through any medium. You also agree not to provide contact information for other users obtained through our services to any third party. Interactive Services and User Content You acknowledge, consent and agree that EM3 | LABS may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms of Service; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of EM3 | LABS, its users and the public. Copyright The entire contents of our website and supporting materials are subject to copyright protection. You acknowledge that misappropriation, misuse, or redistribution of content on the Sites could cause irreparable harm to EM3 | LABS or to third parties. With respect to the Restricted Areas, permission is granted to display, copy, distribute, and download the materials on the Sites for internal business use only, provided you do not modify the materials (except with respect to tools provided on a Site that expressly allow for users to download such tools and customize them for their own purposes) and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works of, transmit, sell or offer for resale, or in any way exploit any part of our website or materials without our express written permission. You also may not “mirror” any material contained on our website on any other server without prior written permission from EM3 | LABS Our copyright agent for notice of claims of infringement on our platform is via our contact form. Trademarks All rights in the product names, company names, trade names, logos, service marks, product packaging, and trade dress, whether appearing in large print or with the trademark symbol (collectively, the “Trademarks”) displayed on our platform belong exclusively to EM3 | LABS or their respective owners and are prohibited from imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of the Trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Sites confers on you any license or right under the Trademarks or any patent of EM3 | LABS or any third party. Limitations on Access to Content To protect the content on our platform, including within certain Restricted Areas, we may place limits on specific users’ access to our content. For example, to prevent unauthorized distribution, we may place a limit on the number of files a user can download from our website. If you attempt to download more than the present number of files, we may lock your account, preventing you from downloading any further content. We will notify you if your account is locked, and we will give you the opportunity to request that your account be unlocked. In addition, to prevent unauthorized distribution, we may place technical l restrictions on your use of content downloaded from the Sites, including technology known as “digital rights management.” This technology may prevent you from transferring content between computers or redistributing it, and you agree that any technological restrictions we impose will govern your use of that content. However, your use of content distributed on the Sites is subject to the restrictions on redistribution or reuse described above even if we choose not to impose technological restrictions to prevent your violation of these Terms of Service. If you wish to make a use of our content that is not permitted by these Terms of Service or by any technological restrictions we impose, you may contact us to describe your proposed use and ask for permission to use the content in the proposed manner, but you may not attempt to reverse-engineer or avoid any technological restrictions that we impose. If we grant permission to use our content in a manner that is inconsistent with these Terms of Service or with any technological restriction we impose, we must do so in writing. No Professional Advice Any information supplied by any employee or agent of EM3 | LABS, whether by telephone, e-mail, letter, facsimile, or other form of communication, is intended solely as general guidance on the use of our website or other services provided by EM3 | LABS, and does not constitute legal, tax, medical, accounting, or other professional advice. In addition, the content provided on our website, including User Submissions, is intended as general educational information, not specific professional advice. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any content, including User Submissions. You further acknowledge and agree that you will not rely on any content available on or through our website. Individual situations and state laws vary, and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions. Dealings with Advertisers and Other Uses Your correspondence or business dealings with, or participation in promotions of, advertisers or other users found on or through our platform, including payment for and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third parties on our platform. Links We may, as a convenience to users, provide links to third-party content and other websites on the Sites. We do not endorse, sponsor, or accept any responsibility for such material. We are not responsible for the content or privacy practices of any linked websites. Disclaimer of Warranties Our products and services, including the Sites, any User Submissions, and links from the Sites to any third-party websites, are provided AS IS, and we make NO REPRESENTATION OR WARRANTY OF ANY KIND with respect to them. WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITES; (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON OUR PLATFORM OR OTHERWISE BY EM3 | LABS; AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY EM3 | LABS OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE PLATFORM WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, (a) THAT THE INFORMATION PROVIDED THROUGH THE PLATFORM WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (b) THAT THE SITES WILL BE AVAILABLE AT ANY TIME OR LOCATION; (c) THAT DEFECTS OR ERRORS IN THE SITES WILL BE CORRECTED; OR (d) THAT THE CONTENT ON THE SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE SITES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES. Limitation of Liability YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING UNDER THESE TERMS OF SERVICE IS YOUR RIGHT TO TERMINATE YOUR USE OF THE SITES. YOU AGREE THAT WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS OR COSTS OR ATTORNEY’S FEES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, OR STRICT LIABILITY. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, our liability in such jurisdictions shall be limited to the extent permitted by law, but the provisions of this section shall in any case be interpreted to limit our liability to the greatest extent permitted by law. IF YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH YOUR USE OF OUR PLATFORM, YOU RELEASE EM3 | LABS FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD EM3 | LABS HARMLESS RELATING TO ANY SUCH DISPUTE. Indemnification YOU AGREE TO INDEMNIFY EM3 | LABS, AND OUR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, AFFILIATES, PARTNERS, AND LICENSORS AGAINST, AND HOLD THE EM3 | LABS PARTIES HARMLESS FROM, CLAIMS, LIABILITY, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITES. Modifications to the Sites We reserve the right, at any time, to modify or discontinue, temporarily or permanently, any Site (or any part thereof), including the Restricted Areas, with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension, or discontinuance of our platform and/or website. Termination We reserve the right, in our sole discretion, to terminate, suspend, or limit your access to our platform, or any portion thereof, at any time without notice to you. If we do so, the provisions of these Terms of Service will survive such termination, except that you will not be permitted to use the Sites to the extent that we terminate, suspend, or limit your access. You may also discontinue your own access to our platform by contacting us in writing to request that your account be terminated. Governing Law and Integration You agree that any dispute between you and EM3 | LABS will be governed by EU Directives, without regard to its conflict of law provisions, and that any legal action brought by one party against the other will be brought in the courts subject to enforcing EU Directives. You agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. Unless otherwise specified herein, these Terms of Service constitute the entire agreement between you and EM3 | LABS with respect to your use of the Sites, superseding any prior or contemporaneous communications and proposals in any form between you and EM3 | LABS (except with respect to Authorized Users whose authorization to use the Sites is subject to an Agreement). If any part of these Terms of Service is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms of Service shall remain in effect. No Waiver You agree that our failure to enforce any provisions of these Terms of Service or respond to a breach by you or other parties does not in any way waive our right to enforce subsequently any terms or conditions of the Terms of Service or to act with respect to similar breaches. No Third Party Beneficiaries You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to these Terms of Service. Relationship of the Parties; Electronic Contracting You agree that no joint venture, partnership, employment, or agency relationship exists between you and EM3 | LABS as a result of these Terms of Service or your access to and use of our platform. You further agree that a printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Questions Please contact us if you have any questions or comments about these Terms of Service. Last Revised: July 2019
