Republic Advisory Services Terms of Use

Effective Date: Jul 29, 2020

This Terms of Use (the “Agreement”) is a binding contract between you, an individual user (“you”), and Republic Crypto LLC dba Republic Advisory Services, a Delaware limited liability company and wholly-owned subsidiary of OpenDeal Inc., dba Republic (“RAS,” “we,” “us,” or “our”), and governs your use of the website operated by RAS at https://advisory.republic.co/ (“Site”) and the services we provide (“Services”). The Site is owned by OpenDeal Inc. dba Republic.

RAS provides fundraising, distribution, and advisory solutions to companies seeking to raise capital through blockchain token offerings. The Site provides users with general information about our Services and provides a platform (“Platform”) for RAS’ clients (each an “Issuer”) to conduct token offerings, and events for users to buy and sell blockchain tokens, in compliance with the rules and regulations promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and where applicable the Bank Secrecy Act, as amended and relevant state and foreign rules.

Neither RAS nor OpenDeal Inc. dba Republic is a funding portal, broker-dealer, investment adviser, money-transmitter, law firm, nor accounting firm. Neither RAS nor OpenDeal Inc. dba Republic engages in any conduct that would require such registration. Neither RAS nor OpenDeal Inc. dba Republic provides investment advice nor makes recommendations in connection with investments or securities. RAS is affiliated with registered broker-dealers, financial advisors and a funding portal; if these parties are participating on the Site, you will be informed of this. RAS does not and cannot handle cash, securities, crypto-currencies or other assets, in no event should you send any of these to RAS. In the event your use of the Platform allows you to transact in cash, securities, crypto-currencies or other assets, such transaction shall be handed solely by the applicable Issuer or a properly licensed third-party.

The Platform may not be used by anyone under the age of 18. You represent and warrant that you are at least 18 years of age. Your use of the Platform is governed by this Agreement, as well as the RAS Privacy Policy 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 RAS reserves the right to update or replace the Agreed Terms any time without notice. We advise you 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. You may continue to be bound by the Agreed Terms even after you cease using the Platform.

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 behalf of that organization’s or entity’s behalf and bind them to these Agreed Terms (in which case, the references to “you” and “your” in this Agreement refer to that organization or entity).

I. User Registration

You may browse the Platform without being a registered user, however, certain features are only accessible to registered users (“Registered Users”). Registering for an account (“Account”) on the Platform creates no commitment or obligation on the Registered User to make any investment or seek any investment. All information provided in your Account must be current, complete and accurate in all material respects. You may not have multiple accounts.

You are responsible for the security of your Account, and you are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at [email protected] if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. Separate log-in credentials may be required to access External Sites (defined in Section VIII below).

We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of the Agreed Terms, cause damage to or impair the Services or Site, infringe or violate any third-party rights, damage or bring into disrepute the reputation of RAS, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then we may terminate your Account immediately without notice to you and without any liability to you or any third-party.

Your account may provide you the opportunity to use the services of our affiliates; should you access or utilize the services you authorize us to share your account information with such affiliates and you agree to be bound by the relevant terms of service and privacy policy of the respective affiliates.

II. Content Use Limitations

Certain features on the Site may allow you to submit or upload (collectively, “Submit”) content to the Site or you may otherwise directly or indirectly provide content to RAS, such as user profile content or other materials subject to intellectual property or similar laws (“User Content”). For all User Content that you Submit, you hereby grant us (and those third-parties we work with) a worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of (such as those resulting from changes we make so that your User Content works better with our Site), publish, publicly perform and display and distribute such content; provided that we will not share with other Users any User Content that you Submit that is not viewable by other Users based on any privacy settings available on the Site. The rights you grant in this section are for the purpose of operating, promoting, and improving our Site and Services and this license continues even if you stop using our Site.

You represent and warrant that: (i) you own the User Content Submitted by you or otherwise have the right to grant the license set forth in this Agreement; (ii) the Submission of your User Content and the use of the same as contemplated in this Agreement does not and will not violate any right of any third party; (iii) the Submission of your User Content will not require us to pay any amounts or provide any attribution to any third parties; and (iv) the Submission of your User Content does not result in a breach of contract between you and a third party.

We are under no obligation to edit or control User Content that you Submit, and will not be in any way responsible or liable for User Content. RAS may, however, at any time and without prior notice, screen, remove, edit or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable, such as, without limitation, User Content that RAS determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Objectionable Content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any Registered User who Submits Objectionable Content, including, but not limited to, warning the Registered User or suspending or terminating the Registered User's Account.

Certain User Content submitted by Issuers may only be accessible to those Registered Users who have provided representations that they are Accredited Investors, as defined by Section 501 of the 1933 Act.

III. Ownership & Use of the Platform and Content

The entire Platform and all intellectual property rights related to the Platform belong to RAS. Intellectual property rights related to the content posted by an Issuer and or advisor, and licensed to RAS hereunder, belong to the applicable licensor.

Subject to your complete and ongoing compliance with this Agreement, RAS hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Services and Site solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Services and Site available to you.

The content that RAS provides to you through the Services and on the Site, including, without limitation, any text, graphics, software, interactive features, information or other materials (collectively, the “RAS Content”), is protected by copyright or other intellectual property rights and owned by RAS or its licensors. Moreover, RAS or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Services and Site, in each case whether registered or unregistered, and any related goodwill.

The RAS trademarks, service marks and logos (collectively, the “RAS Trademarks”) used and displayed on the Site are OpenDeal Inc. or RAS’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Services and Site may be trademarks or service marks owned by third parties (collectively with the RAS Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage RAS or the applicable third party, RAS's or a third party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without RAS’s prior express written consent. All goodwill generated from the use of any RAS Trademark will inure solely to the benefit of RAS and/or OpenDeal Inc. and their successors and assigns.

RAS hereby reserves all rights not expressly granted to you in this Agreement. Accordingly, nothing in this Agreement or on the Site will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Site, Services, or any RAS Content or Trademarks located or displayed on or within the Site or Services.

IV. Availability of Platform

RAS does not warrant the Platform, RAS Content or any services provided or offered on the Platform or that any content or services you obtain through your use of the Platform will be uninterrupted, timely, or virus or error free. 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 RAS, 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.

V. Information and Investments Are Selected and Used at Your Own Risk

RAS Content is provided for educational purposes only and shall not be construed as professional advice. RAS is not responsible for pre-screening, policing, editing or monitoring User Content posted to the Site. Because RAS 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 RAS Content you should consult with a competent professional who can advise you about your specific financial objectives. Any action you take on RAS 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 RAS Content. Issuers 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. RAS 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.

VI. Disclaimers, Exclusions, and Limitations of Liability

The Platform and all 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, RAS:

1. MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR ANY CONTENT THEREON OR THE SERVICES. ACCORDINGLY, THE SITE AND ALL CONTENT THEREON AND THE SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, AND RAS HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.
2. IN NO EVENT WILL RAS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE SITE, SERVICE, AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF RAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RAS' LIABILITY TO YOU OR ANY THIRD-PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT IS LIMITED TO U.S. $100.
3. THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE SITE OR SERVICES, AND RAS MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. RAS PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. RAS HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE OR SERVICES.
4. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RAS OR OTHERWISE THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

VII. Indemnification Terms

To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless RAS from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of the Agreed Terms; or (b) your access to, use or misuse of the RAS Content, Trademarks or any part of the Site or Services; or (c) any false, inaccurate or misleading information you provide to RAS. RAS will provide notice to you of any such claim, suit or proceeding. RAS reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this section at your sole expense if RAS believes that you are unwilling or incapable of defending RAS's interests. In such case, you agree to cooperate with any reasonable requests assisting RAS's defense of such matter at your sole expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver by you of any of your rights under applicable U.S. federal laws or any other laws whose applicability is not permitted to be contractually waived.

VIII. External Sites and Service Providers

The Site may contain links to other websites or other online properties that are not owned or controlled by RAS or OpenDeal Inc. dba Republic (collectively, “External Sites”). Neither RAS nor OpenDeal Inc. dba Republic makes any representations regarding the content, function or accuracy of any materials on External Sites. You should contact the site administrator or webmaster for External Sites if you have any concerns regarding content located on those External Sites. You should take precautions when downloading files from all websites to protect your devices from viruses and other destructive programs. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of such External Site. The Site may allow you to interact with third party service providers, such as payment processors, identity verifiers and accreditors. RAS makes no representations with respect to their services and you agree to interact with such at your own discretion.

IX. Feedback

If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the Site or Services (“Feedback”), then you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), worldwide and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution or fees due to you.

X. Third-Party Disputes

ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING OTHER USERS, IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE RAS AND OPENDEAL INC. DBA REPUBLIC FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

XI. Term and Termination of the Agreement

The term of this Agreement commences on your first use of the Site or Services and continues until the termination of this Agreement by either you or RAS.

You may terminate this Agreement by sending written notification to us at [email protected] and terminating your use of the Site and Services. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third party on or through the Site. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.

Sections I, III, V, VI, VII, IX, XI, XII, XIII and all defined terms used therein will survive the termination of this Agreement indefinitely.

XII. Dispute Resolution

In the interest of resolving disputes between you and RAS in the most expedient and cost-effective manner, you and RAS agree that any dispute arising out of or in any way related to this Agreement or your use of the Site or Services will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Site or Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after any subsequent updates to or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND RAS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT. FURTHER, UNLESS BOTH YOU AND RAS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Notwithstanding the above, nothing in this Agreement will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

Any arbitration between you and RAS will be governed by the Federal Arbitration Act and be finally settled in binding arbitration, on an individual basis, in accordance with the JAMS rules for arbitration of consumer-related disputes (accessible at https://www.jamsadr.com/rules-comprehensive-arbitration/) and you and RAS hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement and the Agreement.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). RAS’s address for Notice is: 3 Embarcadero Center, Suite P5, San Francisco, CA 94111 or by email at [email protected] Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties agree to make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, then you or RAS may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or RAS must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by RAS prior to selection of an arbitrator, then RAS will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by RAS in settlement of the dispute prior to the arbitrator's award; or (3) $15,000.

If you commence arbitration in accordance with this Agreement, then RAS will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the JAMS Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $15,000 or less, then you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; or (ii) through a non-appearance based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse RAS for all monies previously disbursed by it that are otherwise your obligation to pay under the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under these dispute resolution provisions.

Except as otherwise provided in this Agreement, if RAS makes any future change to this arbitration provision, other than a change to RAS’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to RA’s' address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and RAS.

XIII. Miscellaneous

This Agreement is governed by the internal substantive laws of the State of New York without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment or agency relationship exists between you and RAS as a result of this Agreement or use of the Site or Services. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

Failure of RAS to insist upon strict performance of any provision of the Agreed Terms or the failure of RAS 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 RAS’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. The Agreed Terms constitutes the entire agreement between you and RAS with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof.

The section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of RAS. “Assignment” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. RAS may assign this Agreement, including all its rights hereunder, without restriction. You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so, and this Agreement will not be construed against you or RAS as drafter.

XIV. Content Information

By using the Site, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. To contact RAS about these Agreed Terms or any other questions, we can be reached at: [email protected].

XV. 17B Disclosure

In compliance with 15 U.S. Code § 77q., the Company shall a disclose any consideration and the amount thereof, whether past or prospective, received or to be received, directly or indirectly, from an issuer, underwriter, or dealer when it hosts or distributes a notice, which, though not purporting to offer a security for sale, describes such security.

XVI. Version

2020.0