Terms of Use

THESE TERMS OF USE GOVERN YOUR USE OF THE FINALIS, INC. (D/B/A FINALIS) WEBSITE AND PLATFORM. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF YOU USE BETA SERVICES OR REQUEST A DEMONSTRATION OF THE PLATFORM OR REGISTER FOR A FREE TRIAL OR VIEW ONLY MODE OF THE PLATFORM, THESE TERMS OF USE WILL ALSO GOVERN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUCH BETA SERVICES, DEMONSTRATION, FREE TRIAL AND VIEW ONLY MODE OF THE PLATFORM. YOU, ON BEHALF OF YOURSELF, YOUR AUTHORIZED USERS, YOUR USER AFFILIATED PERSONS AND OTHERS WHO USE YOUR ACCOUNT, AGREE TO THESE TERMS OF USE BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) USING AN ACCOUNT OR THE FINALIS WEBSITE AND/OR (3) USING ALL OR ANY PART OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH A TRANSACTION AND, IN EACH CASE, SUCH PERSON SHALL BE DEEMED A “USER” FOR ALL PURPOSES HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS OF USE THEN YOU MAY NOT USE THE FINALIS WEBSITE, AN ACCOUNT OR THE PLATFORM. USE OF THE FINALIS WEBSITE, AN ACCOUNT AND THE PLATFORM BY YOU, YOUR AUTHORIZED USERS, YOUR USER AFFILIATED PERSONS OR ANY OTHERS WHO USE ANY OF THE FOREGOING ARE SUBJECT TO ANY ADDITIONAL RULES, POLICIES, PROCEDURES AND TERMS AND CONDITIONS THAT APPLY TO THE FINALIS WEBSITE, ACCOUNTS AND THE PLATFORM OR THAT WE MAY PUBLISH IN THE FUTURE.

THESE TERMS OF USE INCLUDE A REQUIREMENT FOR USERS OUTSIDE OF THE U.S. TERRITORY TO TRANSFER DATA INTO THE U.S. TERRITORY AND FOR USERS INSIDE OF THE U.S. TERRITORY TO TRANSFER DATA OUTSIDE THE U.S. TERRITORY.

YOU, AUTHORIZED USERS, USER AFFILIATED PERSONS AND OTHERS WHO USE YOUR ACCOUNT MAY NOT ACCESS THE FINALIS WEBSITE OR THE PLATFORM (A) IF ANY OF THE FOREGOING PERSONS ARE A COMPETITOR OF FINALIS OR AFFILIATED WITH A COMPETITOR OF FINALIS, EXCEPT WITH FINALIS’ PRIOR WRITTEN CONSENT, OR (B) FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY OR FOR ANY BENCHMARKING OR COMPETITIVE PURPOSES.

These Terms of Use were last updated on April 4th, 2025.

1. FINALIS PLATFORM.

Subject to User’s compliance with these Terms of Use, Finalis® (“Finalis” is a registered trademark of Finalis, Inc.) may make available to User a revocable, limited, non-exclusive, non-transferable and non-sublicensable Account to access and/or use all or a part of the Platform solely pursuant to these Terms of Use. To use the Platform you must have your own Account and be logged into your Account on the Platform. The Platform may require an internet connection from a third-party provider for which Finalis Affiliated Persons are not responsible or liable; in such cases, your internet connection is subject to the fees, restrictions, terms and limitations imposed by your provider. All or part of the Platform may be unavailable, vary (by product and/or geography, for example), be offered for a limited time, or require separate subscriptions. User agrees that Finalis is not agreeing to the delivery of any functionality or feature nor should you rely on any comments made by any Person regarding functionality or features. You acknowledge and agree that Finalis may update the Platform from time to time at its discretion and that such updates may result in changes to its functionality or “look and feel.” Notwithstanding anything to the contrary herein, the availability of, access to and use by a User of the Platform is subject to Finalis’ prior review and written approval and may be suspended or terminated by Finalis in its discretion at any time without notice and such action shall not be deemed a breach hereof and Finalis is not responsible or liable therefor. Unless otherwise agreed to in writing by Finalis, each User is one Person and credentials for each of their Accounts may not be shared. Finalis attempts to be as accurate as possible, but Finalis does not warrant that descriptions or other content of the Platform is accurate, reliable, current or error-free. If the Platform is not as described, your sole remedy is to not use it. Each User is responsible for maintaining the confidentiality of their Account and credentials for restricting access to their Account, and User accepts responsibility for all activities that occur under their Account. User agrees to notify us promptly in writing if User believes that their Account is not secure. Finalis will determine in its discretion the method, details and information in and means of performing and making available the Platform. Finalis may use Finalis Affiliated Persons to provide the Platform, and Finalis reserves the right to engage and substitute Finalis Affiliated Persons as it deems to provide the Platform. User shall promptly provide Finalis in writing with sufficient information in Finalis’ discretion to provide the Platform. Finalis reserves the right to, at any time, modify User access to the Platform that are in Beta Service, demonstration, free of charge, free trial and/or view only modalities without notice. With Finalis’ written consent, which consent may be revoked at any time, User may permit one or more User Affiliated Persons to access and use the Platform as Authorized User as contemplated hereby, provided that User in advance submits to Finalis in writing the information required by Finalis of each Person that User wishes to add as an Authorized User for Finalis’ consideration and denial or approval. Each User shall abide by the confidentiality requirements hereof and shall not allow other Persons to use the Platform without the prior written consent of Finalis, which consent shall not be withheld, conditioned or delayed. Reselling or leasing of Accounts or access to or use of the Platform is forbidden. Nothing herein shall prohibit Finalis from providing access to or use of the Platform to any Person.

2. BAD ACTOR CERTIFICATION.

User hereby certifies daily on behalf of itself and User Affiliated Persons that neither it nor any of its User Affiliated Persons nor any of their respective controlling parties (including their respective officers, directors, contractors, agents and other personnel) or 20% or greater direct or indirect beneficial owners, nor any other “covered person” (as determined under Rule 506(d)) of the Securities Act), is subject to any of the disqualifying sanctions identified in 506(d) of the Securities Act and/or listed in the Bad Actor Terms, as applicable, which certification each of them agrees is reasonable. User and User Affiliated Persons will immediately notify Finalis in writing of any change, inaccuracy or misstatement in the foregoing certification.

3. MRB TERMS.

In addition to and without limiting anything hereof, if a Transaction directly or indirectly involves an MRB Party, then the MRB Terms shall apply to these Terms of Use and User and User Affiliated Persons.

4. INDEPENDENT CONTRACTOR RELATIONSHIP.

Finalis shall provide the Platform hereunder as an independent contractor of User, and User shall be deemed an independent contractor of Finalis and nothing hereunder or thereunder shall create an employer/employee relationship. Neither User nor a User Affiliated Person shall have a claim against Finalis for employee benefits, and User shall be responsible for its and its User Affiliated Persons’ benefits, taxes and social security payments. No Party may bind the other or make representations, warranties or agreements on their behalf. Notwithstanding anything to the contrary herein or other agreement with Finalis, (a) Finalis is not involved in the negotiation or closing of a transaction sourced, circulated, evaluated or transacted through the Platform, (b) no confidentiality obligation or agreement between User (or User Affiliated Persons) and their client or prospective client shall apply to Finalis Affiliated Persons and (c) User authorizes Finalis Affiliated Persons to communicate with any of the Principals of User in its sole discretion. Finalis is not acting as an agent or fiduciary of User or any other Person, and User waives any claim of such relationship. User agrees that it is relying on its own advisors and that Finalis Affiliated Persons are not undertaking to provide, do not provide and will not provide any legal, investment, regulatory, accounting, insurance, tax or other advice, and are not assuming any responsibility for User’s or other Person’s decisions with respect to a Transaction. Finalis is not assuming any responsibility to conduct any due diligence for any Person with respect to a Transaction or any potential party thereto. User is solely responsible for ensuring that Transactions comply with Applicable Law. Finalis has no obligation to enter into any agreement and reserves the right to deny working with any Person. Nothing herein shall prevent Finalis from complying with the rules of any relevant body of which it is or may become a member. Finalis Affiliated Persons may request information from User prior to acting with respect to any matter and may defer action thereon pending receipt thereof. Actions taken by Finalis Affiliated Persons in accordance therewith, or their failure to act pending the receipt of such information, shall be deemed to be proper conduct and not a breach hereof.

5. CESSATION OF PLATFORM USE.

These Terms of Use will continue to apply even after your cessation of use of the Platform and be binding upon you and User Affiliated Persons in respect of your and their prior use of the Platform and any Finalis-permitted further use thereof. User shall immediately cease use of the Platform (a) upon the institution by or against User of insolvency, receivership, liquidation or bankruptcy proceedings or an assignment for the benefit of creditors, or if such User is in default under any agreement governing indebtedness, (b) the institution by or against Finalis of insolvency, receivership or bankruptcy proceedings or (c) if an Authority adopts any Applicable Law that prohibits the ability of Finalis to perform its obligations hereunder.

6. CAPITAL ALLOCATOR FEE.

As consideration for User’s and User Affiliated Persons’ access to and use of the Platform, User agrees to pay Finalis a fee of 0% of the Transaction Value of a Transaction (the “Capital Allocator Fee”). The Capital Allocator Fee shall apply to all Transactions involving a User where the associated Definitive Agreements are executed within 24 months of the Introduction Date; and, in the absence of Definitive Agreements, the Capital Allocator Fee shall apply to all Transactions that close within 24 months of the Introduction Date. In the case of Transactions with multiple closings, the Capital Allocator Fee shall apply to each closing within the 24-month period, including any post-closing fees or payments, such as earnouts or other forms of post-closing consideration, that are part of the Transaction. Additionally, the Capital Allocator Fee shall apply to any subsequent Transactions involving the same Persons introduced by us to User or a User Affiliated Person, regardless of whether the initial Transaction is completed or not. This includes any independent collaboration between such Person and/or other parties (including User or a User Affiliated Person) resulting in Transactions where the initial Introduction by us facilitated the connection for those later Transactions. User shall not circumvent, avoid, bypass, or otherwise seek to obviate Finalis, directly or indirectly, to avoid payment of the compensation due to Finalis. The Capital Allocator Fee shall be paid in full, without deduction or setoff of any kind, in Dollars. Finalis reserves the right to modify the Capital Allocator Fee pursuant to this agreement upon prior written notice to User. By continuing to log in to or use the Platform after such notice, User agrees to be bound by the modified terms. If User does not agree to the modification, User’s sole remedy shall be to cease logging in to the Finalis Website and discontinue use of the Platform. Finalis shall not be liable to User or any other Person for such modification.

7. REPRESENTATION AND WARRANTIES.

User hereby represents and warrants to Finalis that each User Representation and Warranty is true and correct as of the Effective Date and thereafter indefinitely and agrees that it will promptly notify Finalis in writing and discontinue any activity or matter under or in connection herewith if any of them becomes untrue. User acknowledges and agrees that each User Representation and Warranty is deemed reaffirmed by User on a daily basis, and that any breach of the User Representations and Warranties constitutes a Material Breach of these Terms of Use.

8. INDEMNIFICATION OF FINALIS.

In addition to indemnification available to Finalis Affiliated Persons under Applicable Law, User, on behalf of itself and each of its User Affiliated Persons, agrees that User and each User Affiliated Person, jointly and severally, shall indemnify, hold harmless, pay and reimburse all Finalis Affiliated Persons (in cash equal to the full amount to be indemnified) from and against all Losses, as they are incurred by any of them, from, under and in connection with (irrespective of any amounts payable to User hereunder or other agreement): (a) these Terms of Use; (b) each Transaction; (c) each Definitive Agreement; (d) Finalis’ performance of, or failure to provide, the Platform; (e) any penalty or enforcement action taken by an Authority (i) against a User or a User Affiliated Person, (ii) against a Finalis Affiliated Person in connection with a User, a User Affiliated Person, the Platform or these Terms of Use, a Definitive Agreement or a Transaction or (iii) in connection with any activity or matter of a User or User Affiliated Person outside the scope hereof; (f) the breach hereof by any User or User Affiliated Person or any other agreement or any failure by any of them to perform any of their obligations under any of the foregoing agreements; (g) any matter under or in connection with these Terms of Use outside the express control of Finalis; (h) any agreement involving User or a User Affiliated Person; (i) any act, omission, neglect or default by a User or a User Affiliated Person or any Person acting on their behalf; (j) User or a User Affiliated Person or any Person acting on their behalf overriding or differing with Finalis’ recommendation or comments; (k) User’s or a User Affiliated Person’s violation of Applicable Law; (l) breach or potential breach of security or unauthorized access to a User’s or a User Affiliated Person’s Account to include misuse or wrongful disclosure of their credentials, other authorization or Confidential Information or failure by a User or a User Affiliated Person to protect against fraudulent, inappropriate or unauthorized use of, or access to, the Platform, in each case even if User or a User Affiliated Person was aware or unaware of such incident; (m) agreement by Finalis to perform activities or services customarily conducted by User; (n) any document or agreement under or in connection with a Transaction, including if a User’s or User Affiliated Person’s client reneges or fails to meet its obligations; (o) third-party equipment, software, data or systems that User or a User Affiliated Person combine, operate and/or use with and/or independently of the Platform; (p) acts, omission, neglect or default of a User or User Affiliated Person with respect to their use of third-party software, systems and/or platforms; (q) wire and/or other financial transactions conducted by Finalis and/or its designee or Vendor, including, without limitation, with respect to Transactions involving MRB Activities, MRB Services and/or an MRB Party; (r) any Claim by or against a User or a User Affiliated Person, including, without limitation, a current, former or prospective client, broker dealer or employer (in whatever capacity, including a contractor relationship) of such User or User Affiliated Person, or by an Authority arising under or in connection with activities of such current, former or prospective client, broker dealer or employer or User or User Affiliated Person to include prior to the Effective Date; (s) any fees, commissions or other amounts required to be returned by Finalis, its designee or Vendor and/or amounts paid by Finalis, its designee or Vendor in connection with a User’s activities to include with respect to a Transaction and (t) any Losses paid by Finalis, its designee or a Vendor on behalf of, under or in connection with a User or User Affiliated Person to include to any insurance carrier, provider or broker. User shall be vicariously responsible for the obligations herein to be observed or performed by any Person acting on their behalf. If you request Finalis to provide the Platform to a Person that you Control, is under common Control or is otherwise Affiliated or associated with you, as an authorized agent of such Person, you agree that these Terms of Use shall apply to such Person as if it were a “User” for all purposes hereunder and represent and warrant that such Person is at least 18 years of age, and you shall indemnify, hold harmless, pay and reimburse Finalis Affiliated Persons pursuant to this section against any Claims made by any Person under or in connection therewith. In the event of a Claim, User shall advance to Finalis (or, in its sole discretion, to its professional advisors) a retainer for any and all professional advisors to include legal counsel (which advisors shall be selected at Finalis’ sole discretion), and such retainer amount shall be equal to 50% of the fees estimated by the applicable advisors to be incurred for such Claim; provided, that, such retainer shall not reduce or offset any indemnification in favor of Finalis Affiliated Persons pursuant hereto. Finalis Affiliated Persons shall have the exclusive option to defend, settle or compromise any Claim instituted by any Person against a Finalis Affiliated Person regardless if: (1) such Claim gives or may give rise to the indemnification of a Finalis Affiliated Person hereunder; or (2) a Finalis Affiliated Person has exercised its right of set off. Finalis Affiliated Persons shall have the exclusive right to commence and maintain an action pursuant to Applicable Law against any Person for any Claim that a Finalis Affiliated Person may have at any time to include arising out of or in connection with these Terms of Use regardless of whether: (1) a Claim gives or may give rise to the indemnification of a Finalis Affiliated Person hereunder; or (2) a Finalis Affiliated Person has exercised its right of set off. User, on behalf of itself and its User Affiliated Persons, hereby waives any right that any of them may have to defend, settle or compromise a Claim and agree to cooperate with Finalis Affiliated Persons in respect thereof, and Finalis Affiliated Persons may, in their discretion, authorize and require such User and/or User Affiliated Person to defend, settle or compromise any such Claim and bear the costs and expenses of same should it be determined at any time that Finalis Affiliated Person are without fault. This section shall survive the termination hereof.

9. INDEMNIFICATION PROCEDURE.

10. DISCLAIMER.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FINALIS AFFILIATED PERSONS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, WITH RESPECT TO THE PLATFORM, THE CONFIDENTIAL INFORMATION AND ALL CONTENT, INFORMATION, MATERIALS, PRODUCTS AND SERVICES INCLUDED OR OTHERWISE MADE AVAILABLE TO USER OR A USER AFFILIATED PERSON, EACH OF WHICH ARE PROVIDED ON AN "AS IS," “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AT USER’S AND USER AFFILIATED PERSONS’ OPTION AND RISK, AND FINALIS AFFILIATED PERSONS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DO NOT GUARANTEE ANY RESULTS, ACCURACY, COMPLETENESS OR PERFORMANCE. FINALIS AFFILIATED PERSONS DO NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF ITS DEFECTS WILL BE CORRECTED OR THAT THEY, OR THE SERVERS THAT MAKE THEM AVAILABLE, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY DESCRIPTION OF THE PLATFORM IS ACCURATE, RELIABLE, CURRENT OR COMPLETE. Under no circumstances shall a Finalis Affiliated Person be liable to a User or any other Person for any losses, damages or expenses that any of them may suffer, sustain, pay or incur by reason of any use of, or reliance upon, the Platform, the Confidential Information or any information, content, materials, products or services included or otherwise made available to any of them under or in connection herewith.

11. INTELLECTUAL PROPERTY.

All ownership and right, title and interest to the Platform, the Confidential Information and all intellectual property rights in, arising out of or in connection with these Terms of Use (other than intellectual property rights in any materials expressly provided by User to Finalis or those of third-parties used by Finalis under license, which shall remain, as applicable, the property of such User or third parties except as set forth herein or to enable Finalis to exercise the rights granted to it hereunder) shall be owned by Finalis, Inc. and is protected by Applicable Law, including U.S. and international intellectual property laws. The look and feel of the Platform is copyright © of Finalis, Inc. d/b/a Finalis, all rights reserved. Users and User Affiliated Persons may use the Platform solely pursuant to these Terms of Use. We may manually or automatically update the Platform at any time and without notice. User, on behalf of itself and User Affiliated Persons, grants Finalis a non-exclusive, royalty-free, perpetual, irrevocable, worldwide and fully sublicensable license to ingest, retain, copy and modify any User Data and User-Generated Content provided through the Platform or to any Finalis Affiliated Person. Finalis shall have the right to retain User Data and User-Generated Content as required by Applicable Law or Finalis’ retention practice or policies. If you provide, submit, send or post to the Platform or Finalis Affiliated Persons any content, review, comment, photo, video, feedback, idea, communication or other information, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works therefrom, and distribute and display such content globally in any media and medium. User and User Affiliated Persons will not sub-license, assign or otherwise transfer our rights hereunder. User and User Affiliated Persons shall not, as of the Effective Date and indefinitely thereafter, directly or indirectly, create any application, artificial intelligence, content, document, event, feature, form, functionality, information, interface, model, product, program, service, support, system, template, tool, workflow or website that is, in whole or in part, identical, similar to, or in competition with all or any part of the Platform or other product or service of Finalis. If you are a U.S. Government end user, we are licensing the Platform to you as a “Commercial Item” as defined in the U.S. Code of Federal Regulations.

12. DATA.

The Platform may provide us with information about your use of the Platform and other content. User unconditionally grants Finalis Affiliated Persons an exclusive, irrevocable, perpetual, worldwide, royalty free and sublicensable license to (i) use, collect, copy, modify, create, incorporate, process, distribute, share, maintain and store User-Generated Content and User Data, (ii) use, copy, modify or incorporate into the Platform any suggestions, enhancement requests, recommendations and other feedback provided by User or a User Affiliated Person relating to the Platform or its operation and (iii) use, host, store, reproduce, modify, adapt, transmit, communicate, publish, publicly perform, publicly display, distribute, and create derivative works of User Data and User-Generated Content without attribution. We may also share User Data and User-Generated Content with our Vendors and partners that assist us in providing and improving the Platform, provided that such sharing is in compliance with our Privacy Policy. Manufacturers of the Platform may also provide us with similar information. The Platform and information provided to us may be processed in the cloud and may be stored on servers outside the country in which you reside or are located. User and User Affiliated Persons are solely responsible for all User Data and User-Generated Content, and for ensuring that User and User Affiliated Persons have obtained all consents and made all disclosures in connection with the foregoing grant, and User and User Affiliated Persons (and not Finalis) shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all User Data and User-Generated Content. User agrees that User Data and User-Generated Content may be accessed, transferred or processed inside and outside the U.S. Territory, including if User, User Affiliated Persons or Finalis Affiliated Persons access or transfer User Data and User-Generated Content while inside or outside the U.S. Territory. You agree that you are solely responsible for compliance with Applicable Law that applies to User Data and User-Generated Content and you will indemnify, hold harmless, pay and reimburse Finalis Affiliated Persons per the indemnification terms hereof for all Losses from and against any Claim from, arising out of or relating to your User Data and User-Generated Content. You agree that jurisdictions outside of the U.S. Territory may not provide the same privacy protection to User-Generated Content and User Data as U.S. Territory Applicable Laws. You may post content, send communications and submit information on and through the Platform if the foregoing is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of the rights of other Persons (including intellectual and property rights), or otherwise injurious or objectionable, and if it does not consist of or contain software viruses, political campaigning, chain letters, commercial solicitation, mass mailings or any “spam.” You may not use a false email address, impersonate any Person or otherwise mislead as to the origin of User Data or User-Generated Content. We reserve the right, but not the obligation, to remove or edit any content on the Platform, but do not regularly review such content. Finalis may use User Data and User-Generated Content to conduct research, create reports and perform analyses and compile, use and disclose anonymous, aggregated statistics, provided that such use is in compliance with our Privacy Policy. We reserve the right to access, read, preserve, and disclose information to the extent necessary to: (a) satisfy Applicable Law, legal process or Authority request; (b) enforce these Terms of Use, including without limitation, investigating potential violations; (c) detect, prevent, or otherwise address fraud, security and technical issues; (d) respond to User requests; or (e) protect the rights, property or safety of Finalis, our Accounts, Platform users and the public.

13. ACCEPTABLE USE.

The Platform is offered only for your use and not for the use or benefit of any third-party unless otherwise agreed in writing by Finalis. We may, in our sole discretion, refuse to offer the Platform to any Person and to change our eligibility criteria at any time. You are responsible for ensuring that your activities on the Platform comply with these Terms of Use and Applicable Law. Your right to access the Platform will be immediately revoked: (i) if these Terms of Use, or your use of the Platform, is prohibited by Applicable Law; (ii) you breach these Terms of Use; (iii) if anything under or in connection herewith conflicts with Applicable Law; or (iv) as otherwise contemplated herein. In addition to all our other rights and remedies herein and under Applicable Law, any Account or Person determined by Finalis to be in breach hereof shall be liable to us pursuant to the indemnification terms herein for all our Losses relating to such breach. If you do not agree hereto, you are not authorized to access the Platform or use any of the Platform and your use of the Platform shall constitute a breach hereof. In order to create an Account or be a user of the Platform, you represent and warrant that you are at least 18 years of age and, if not, you are not permitted to access or use the Platform. At all times you must provide accurate and complete information and keep your information on the Platform current. You are solely responsible for the activity that occurs through your Account and for keeping your credentials secure. You may never use another Person’s Account or registration information to access the Platform. You must notify us of any change in your eligibility to use the Platform, (including any corporate change and changes to or revocation of any licenses required by any Authority), and any breach of security or unauthorized use of your Account. No Account may be shared with any Person other than the Finalis-authorized User. You agree not to: (a) provide false information about a User or Person; (b) misrepresent your relationship with other users or a Transaction; (c) provide false or misleading information to Finalis or any Platform user; or (d) engage in fraudulent activity of any kind. If we permit you to provide information on or through the Platform, you may not (and may not permit any third party) to input information or content that: (a) is false, misleading, untruthful or inaccurate; (b) is promotional in nature, including solicitations for funds or services; (c) constitutes junk mail, spam, chain letters, pyramid schemes or the like; (d) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of privacy, offensive, profane, hateful or is racially (ethnically or otherwise) objectionable as determined by us in our sole discretion, or otherwise violates the rights of others; (e) you do not have the right to make available under Applicable Law or pursuant to any contractual or fiduciary obligation (such as ‘inside information’, proprietary or confidential information learned or disclosed pursuant to an employment or consulting relationship, or subject to an NDA); (f) infringes a patent, trademark, trade secret, copyright, right of publicity or other proprietary rights of any Person or violates any law or contractual duty; (g) impersonates any Person, including a Finalis Affilated Person; or contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, gain access to or limit the functionality of any software, hardware or equipment. Neither User nor their User Affiliated Persons may, directly or indirectly, including by means of third parties, in whole or in part, (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source, source code, object codes, sequences, instructions, algorithms, underlying ideas of any part of the Platform (even if any such actions are found to be necessary or convenient to ensure Platform use), (b) remove, circumvent, tamper with, bypass or attempt to bypass any measures for the protection of the Platform or to prevent or restrict access to the Platform (or the accounts, systems or networks connected to the Platform), (c) dissemble, decompile, duplicate, copy, incorporate into other programs, compile, modify, create derivative works of, distribute, reproduce, reverse engineer, transform, adapt, improve, create successive versions, develop updates, adapt, assign any rights to, license or reuse all or any portion of the Platform, or visual designs, elements or concepts thereof (or correct any of their errors) without Finalis’ prior written consent, which consent shall not be withheld, conditioned or delayed, (d) take actions that impose or may impose (as determined by us) an unreasonable or large load or burden on our (or our third-party providers’) infrastructure; (e) interfere or attempt to interfere with the working of the Platform or any activities conducted on the Platform; (f) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Finalis Website; (g) harvest or scrape any content from the Platform; (h) modify, translate, or otherwise create derivative works of any part of the Platform; (i) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; or (j) otherwise take any action in violation of these Terms of Use.

14. USER OBLIGATIONS.

User agrees and covenants with Finalis that it shall comply with, and shall cause each User Affiliated Person to comply with, the User Obligations, as applicable.

15. USER ACKNOWLEDGEMENT.

User, on behalf of itself and each User Affiliated Person, acknowledges and agrees to the User Acknowledgement and that time is of the essence of these Terms of Use.

16. CONFIDENTIALITY.

User, on behalf of itself and each User Affiliated Person, acknowledges and agrees to the Confidentiality Terms, which provisions shall apply to these Terms of Use, such User and each User Affiliated Person. The Confidentiality Terms shall govern and supersede any NDA to which User or any User Affiliated Person is a party. Neither Finalis nor Finalis Affiliated Persons shall be liable to any Persons for violation by User or a User Affiliated Person of such confidentiality obligations, and User and User Affiliated Persons agree to indemnify Finalis Affiliated Persons in accordance with the indemnification terms herein for any violation thereof.

17. COVENANTS.

User, on behalf of itself and each User Affiliated Person, acknowledges and agrees to the Covenants, which provisions shall apply to these Terms of Use, such User and User Affiliated Persons.

18. PUBLISHERS.

User agrees that Publishers may upload information to the Platform for which Finalis holds no responsibility or liability and does not convey or represent to have done any diligence or process to determine the accuracy or correctness thereof.

19. MEMBER PROGRAM.

User agrees to participate in the Member Program and may opt out within 90 days of the Initial Term by contacting us at capital.markets@finalis.com.

20. BRAND FEATURES.

Each Party owns all rights, title and interest to its Brand Features. User shall not use, or allow others to use, Finalis’ Brand Features in any manner without Finalis’ prior written consent or in any manner that is likely to cause confusion or that disparages or discredits Finalis Affiliated Persons. All Brand Features, content and compilation of all content included in or made available through the Platform is the property of, as applicable, Finalis and its content suppliers and protected by Applicable Law. You grant us a non-exclusive, irrevocable, perpetual, royalty-free, worldwide and sublicensable license to your Brand Features for our marketing materials, website and the Platform. After a Transaction closing, Finalis may place announcements that include such Brand Features on our materials, website and publications describing our role therewith. User may opt out of this license within 90 days as of the Effective Date by contacting Finalis at capital.markets@finalis.com.

21. FORCE MAJEURE.

In the event that Finalis is unable to perform any of its obligations under these Terms of Use due to a Force Majeure Event, Finalis shall give notice to User and shall take commercially reasonable steps to resume performance; provided, that, upon delivery of such notice, the obligations of Finalis hereunder shall be immediately suspended.

22. LIMITATION OF LIABILITY.

Notwithstanding anything to the contrary herein or any other agreement with Finalis, User, on behalf of itself and its User Affiliated Persons, agrees that Finalis and Finalis Affiliated Persons shall have no liability to User or a User Affiliated Person for (a) when Finalis does not follow their instructions if Finalis believes that their instructions would expose Finalis to potential liability or conflict; (b) circumstances beyond Finalis’ control, which shall include, but not be limited to, a Force Majeure Event and the acts or omissions of any Person; (c) disputes, including regarding compensation, between (i) User and User Affiliated Persons, (ii) User and other users of the Platform; or (iii) User and their current, present or prospective client or employer in whatever capacity; (d) changes to the Platform by anyone other than Finalis (and Finalis shall not be liable if Finalis Affiliated Persons make modifications using specifications or materials submitted by User or User Affiliated Persons); (e) modification, use, combination or operation of the Platform with equipment, devices, software, systems or data other than as expressly authorized by Finalis and these Terms of Use; (f) use of the Platform in violation hereof; (g) User’s or a User Affiliated Person’s continued use of any version of the Platform other than the then-current, unaltered version; (h) where User or a User Affiliated Person continues to use the Platform after being notified by us of infringing activity or allegedly infringing activity or being informed of modifications that would have avoided such infringement or alleged infringement; (i) third-party products, software, services, platforms, User Data, User-Generated Content or User software; (j) acts or omissions of third parties to include in respect of Transactions, including Transactions posted to third-party platforms; (k) Finalis Affiliated Persons accessing or transferring User Data, User-Generated Content or user information while inside or outside of the U.S. Territory; (l) currency conversions effected by financial institutions, deductions of bank charges, taxes or withholdings from monies held or payments made hereunder or in connection herewith applied by financial institutions or others, or shortfalls in amounts payable hereunder or other loss, cost or liability caused by any deduction, tax or withholding of any nature; (m) wire or other financial transactions conducted by Finalis Affiliated Persons or their designee to or on behalf of User or a User Affiliated Person to wire instructions provided to Finalis Affiliated Persons by User or a User Affiliated Person (or their respective designees); (n) the act, omission, fraud, delay, negligence, insolvency or default of any financial institution or clearing system or of any director, officer, employee, agent or representative of any of the foregoing; (o) the inadvertent disclosure or exposure of User Data or User-Generated Content or unauthorized access to, use of, or alteration of User Data or User-Generated Content; (p) User Data or User-Generated Data that is accessed by or processed by third-parties including Finalis Vendors; (q) Claims and Losses relating to Beta Services, Demonstration, Free Trial and/or View Only modes of the Platform and (r) wire or other financial transactions conducted by Finalis Affiliated Persons or their designees for Transaction Services or Transactions, including, without limitation, Transactions involving MRB Activities, MRB Services or an MRB Party. None of the information submitted to or contact in the Platform with respect to any Transaction constitutes a solicitation, offer, opinion, or recommendation by a Finalis Affiliated Person to buy or sell any assets or securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security, investment or Transaction. Finalis makes no recommendations and offers no opinion in connection with the merit of any Transaction or the recommendation of any Transaction. User agrees to be responsible for conducting their own due diligence and their own legal and regulatory review of any Transaction that is sourced or otherwise identified through the Platform. Finalis is not responsible for the accuracy or completeness of any information or material made available through the Platform. Information shared through the Platform is not necessarily reviewed by Finalis Affiliated Persons prior to sharing, or at any time. If we elect, in our discretion, or it is required by Applicable Law to monitor information related to any Transaction, Finalis (a) assumes no responsibility for its accuracy or completeness; (b) assumes no obligation to modify or remove any inappropriate or inaccurate content on the Platform (however submitted); (c) exercises no direct control over the conduct of the Persons submitting such information; and (d) assumes no responsibility to monitor information posted by any other Person. Notwithstanding the foregoing, Users may be asked, from time to time, to certify certain information regarding their Accounts, including their information, information on Transactions they are working on and information relating to Transactions. If we make such a request, you shall respond promptly, accurately and completely. If Finalis Affiliated Persons suffer Losses because you provided incorrect information or you violate these Terms of Use or Applicable Law, you agree to pay such Losses to Finalis pursuant to the indemnification provisions herein. Finalis shall not be liable for any Losses sustained by any Person due to User Default. Without limiting or affecting any remedy available to it, we may suspend access to the Platform until User remedies a User Default, and Finalis may rely on a User Default to relieve Finalis from the performance of its obligations hereunder in each case. Finalis does not make any representation or warranty that the Platform, Confidential Information or any material or information provided through the Platform is appropriate or available in locations inside or outside of the U.S. Territory. IN NO EVENT WILL A FINALIS AFFILIATED PERSON BE LIABLE TO ANY PERSON FOR ANY DAMAGES OF ANY KIND ARISING FROM THE PLATFORM, CONFIDENTIAL INFORMATION OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM OR USER’S OR USER AFFILIATED PERSON’S USE OF THE PLATFORM, CONFIDENTIAL INFORMATION OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USER OR A USER AFFILIATED PERSON THROUGH THE PLATFORM. IN NO EVENT WILL FINALIS AFFILIATED PERSONS BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR FOR DAMAGES FOR LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE PLATFORM, REGARDLESS OF CAUSE. Notwithstanding anything to the contrary herein or any other agreement with Finalis, in no event will the total amount to be contributed by all Finalis Affiliated Persons towards all Losses incurred by all Users and User Affiliated Persons under or in connection herewith exceed fifty Dollars. Without limiting the disclaimers and limitation of liability terms herein, (1) Finalis shall not have any obligation to indemnify, hold harmless, pay or otherwise reimburse any User or User Affiliated Person for third parties’ actions, or lack of action, or if a User or User Affiliated Person chooses to use third parties’ services, platforms or applications, and we are in no way obliged to grant, ensure or maintain access, interoperability or functionality of said third parties’ services, platforms or applications, (2) in no event will our licensors’, independent contractors’ and Vendors’ aggregate liability with respect to any Claim arising under ir connection herewith exceed fifty Dollars and (3) we do not make warranties or representations about third-party links, references, webpages or resources. Notwithstanding anything to the contrary herein or other agreement with or statement by Finalis Affiliated Persons, we shall have no obligation to file a Claim on behalf of User or User Affiliated Person, including, without limitation, a Claim with an insurance carrier, insurance provider or insurance broker, but may do so in our sole discretion. The terms hereof fairly allocate the risks between us and User and User Affiliated Persons. User, on behalf of itself and its User Affiliated Persons, acknowledges and agrees that we would not enter into these Terms of Use without the risk allocation and limitation of liability herein. Limitation and/or exclusion of liability and warranties may be limited in certain jurisdictions; to the extent that the limitations and exclusions herein cannot be enforced or are considered void or illegal, either in whole or in part, said provisions shall be construed and enforced in the sense of limiting the scope, duration and/or extent of the liability, warranty, limitation and/or exclusion at issue to maximize such limitations or exclusions. Notwithstanding anything to the contrary herein or other agreement with Finalis, as consideration for our execution hereof and our provision of the Platform pursuant hereto, each User, on behalf of itself and each User Affiliated Person and anyone else claiming by or through any of them, to the maximum extent under Applicable Law, irrevocably and unconditionally fully and forever waives, releases and discharges globally Finalis Affiliated Persons, to the maximum extent permitted by Applicable Law, from any and all Claims that any of them had, has or may hereafter have or claim to have against any Finalis Affiliated Person, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence and any matter from the beginning of time up to and including the date hereof. User, on behalf of itself and each User Affiliated Persons and anyone else claiming by or through any of them, hereby represents and warrants to each Finalis Affiliated Person that they have not initiated or filed, and they agree that they shall not hereafter initiate or file, or cause to be initiated or filed, any Claim against any Finalis Affiliated Person relating to a Claim that is subject to the release set forth herein. User, on behalf of itself and each User Affiliated Person, acknowledges and agrees that nothing in these Terms of Use shall be construed as an admission by a Finalis Affiliated Person of any wrongdoing, liability or noncompliance with Applicable Law and that each of them disclaims and denies any wrongdoing or liability to User and User Affiliated Persons.

23. SEVERABILITY.

If a court or arbitrator of competent jurisdiction determines that any part of these Terms of Use is unenforceable or invalid, such court or arbitrator may reform any such provision to make it legal and enforceable, and the remainder hereof will continue to be valid and enforceable. Each User acknowledges and agrees that it has read these Terms of Use in their entirety, understands all of their terms, knowingly, freely and voluntarily assents to all of its terms, has had an opportunity to ask questions and consult with an attorney of their choice before signing it, is signing these Terms of Use voluntarily in exchange for good and valuable consideration in addition to anything of value to which it is otherwise entitled, and that its acceptance hereof is an agreement to release Finalis Affiliated Persons from any and all Claims that can be released hereunder and by Applicable Law. There shall be no construction of any provision against us because these Terms of Use were prepared by us. These Terms of Use shall not terminate and survive your cease of use of the Platform indefinitely.

24. THIRD-PARTY BENEFICIARIES; REMEDIES; WAIVER.

Except as otherwise expressly provided herein, there are no third-party beneficiaries hereunder or in connection herewith. No failure or delay by Finalis in exercising any right hereunder will constitute a waiver of that right. In the event of a breach or threatened breach by any User or User Affiliated Person of any provision hereof, each User, on behalf of itself and each of its User Affiliated Persons, hereby consents and agrees that money damages would not afford an adequate remedy and that we shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available relief. The Parties agree that these Terms of Use can be specifically enforced in any court or proceeding globally and can be cited as evidence therein alleging breach hereof. Nothing herein shall constitute an exclusive remedy or course of action for the collection of any amounts due to us hereunder.

25. MODIFICATIONS.

Finalis reserves the right to modify these Terms of Use at any time in its sole discretion and without notice. By continuing to log in to the Finalis Website or use the Platform after these Terms of Use have been modified, you agree to be bound by the applicable modification. If User does not agree to the modifications, User’s sole remedy shall be to cease logging into the Finalis Website and cease using the Platform. Finalis shall not be liable to User or any other Person for any such modifications.

26. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.

These Terms of Use will be controlled by and construed under the laws of the State of New York without giving effect to any principles of conflicts of law. Each Party irrevocably consents and agrees that any Claim between the Parties arising out of or relating to these Terms of Use shall be brought and maintained in any federal or state court of competent jurisdiction sitting in New York, New York. User agrees that if it is the losing party in respect of a proceeding, our Losses shall be paid by User. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Each Party on behalf of itself and its affiliates waives any right to trial by jury in any matter related to or arising out of these Terms of Use. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. User will not seek to have any dispute heard as a class action, private attorney general action, or in any proceeding in which it acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of Finalis.

27. KYC and AML.

(A) you shall be required to comply with Applicable Law including as it relates to KYC and AML requirements, (b) we shall have the right to conduct our own KYC and AML due diligence on each User and any Person involved in a Transaction, (c) you shall promptly provide to Finalis all information necessary to comply with Applicable Law and our policies and procedures and (d) you shall ensure that all information provided to us is true, accurate and complete, and shall promptly notify us of any changes to such information.

28. TRANSFER.

These Terms of Use, and any rights granted herein, are only applicable to User and shall not be assigned, delegated, sublicensed, subcontracted, encumbered or otherwise transferred by User. Any purported assignment by any User shall be null and void as of the purported assignment. Finalis may assign its rights and/or obligations hereunder to any Affiliate or Finalis Vendor or to any Person that succeeds to all or substantially all of its business through merger, consolidation, corporate reorganization or by acquisition of all or substantially all of its assets. These Terms of Use shall bind and inure to the benefit of the parties hereto, their respective successors and permitted assigns. Notwithstanding anything to the contrary herein, in the event that a User that is a legal entity bound hereby dissolves, all of the duties, obligations and liabilities of such legal entity hereunder shall be transferred to its successors and assigns permitted by us in writing at our discretion.

29. ELECTRONIC SIGNATURE AND COMMUNICATIONS.

These Terms of Use may be electronically signed and are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. An electronic signature means any symbol, sound or process that is executed or adopted by a Party with the intent to sign these Terms of Use, including, but not limited to, clicking a box indicating acceptance and logging in and using the Platform. Each User agrees to use commercially reasonable efforts to authenticate the identity of a signatory, and to retain and store all records and signatures in a manner that is secure, reliable and accurate. By electronically signing or accepting these Terms of Use you represent and warrant that you have read, understand and agree to the terms hereof. When you use the Platform or send communications from your desktop or device to us, you may be communicating with us electronically. You consent to receive communications from us electronically to include on the Finalis Website or through the Platform, and Finalis can retain copies thereof. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy legal requirements that communications be in writing. Under no circumstance will we have liability for communicating with you. You may contact us at capital.markets@finalis.com.

30. DEFINITIONS; INTERPRETATION.

For the purposes hereof, the following terms have the meanings set forth below. The neuter includes the feminine and masculine; wherever a singular expression is used herein, that expression is deemed as including the plural or the body corporate where required by the context. Section and subsection titles are for convenience of reference only and shall not affect in any way the interpretation hereof.

“Account”: the Finalis-provided account to access the Platform.

“Accredited Investor” as defined in Regulation D of the Securities Act.

“Accredited Investor Certification”: in order to use the Platform as an investor or lender you must be an Accredited Investor, and you hereby represent and warrant to Finalis that you are an Accredited Investor.

“Acquisition Transaction”: as applicable, (a) a transaction, or series of related transactions, in which more than 25% of the selling entity’s equity and/or voting power is transferred, or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the selling party or any subsidiary thereof, of all or substantially all the assets or intellectual property of such party (whether by merger, consolidation or otherwise), of one or more subsidiaries of such party if substantially all of the assets of the selling party and its subsidiaries taken as a whole are held by such subsidiary(ies); (b) any sale, lease, transfer, exclusive license or other disposition, in one or a series of related transactions, by the selling party, or any subsidiary of such party, of all or substantially all of a selling party’s assets or intellectual property; or (c) any of the foregoing that results in the sale, transfer or change in ownership or control of a division or business unit of a selling party.

“Affiliate”: any entity that, directly or indirectly, Controls, is Controlled by or is under common Control with the subject entity.

“AML”: anti-money laundering verifications pursuant to Applicable Law.

“Applicable Law”: all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits and orders of any Authority, including any successor provisions.

“Authority”: the government of any nation or of any political subdivision thereof, whether federal, state or local, and any entity or agency exercising executive, legislative, judicial, taxing, regulatory or administrative or self-regulatory powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or European Central Bank).

"Authorized User": a User Affiliated Person of a User’s (excluding other entities that are part of the User’s group of companies and any User’s contractors or externals) expressly authorized in writing by both User and Finalis to use the Platform through an Account solely to assist such User with Transactions as set forth in these Terms of Use and pursuant to Applicable Law; provided, that, Authorized Users may not include, absent Finalis’ prior written consent, agents, employees, directors, officers, consultants, representatives, partners, contractors, advisors, management, owner, or part-owner equity holders of a competitor of Finalis or of an Affiliate or subsidiary of a competitor of Finalis or any Finalis Affiliate.

“Bad Actor Rules”: collectively, a “Disqualifying Event” as described in Rule 506(d) under the Securities Act or in paragraph (a)(3)(ii)(B) of Rule 15a-6.

“Bad Actor Terms”: the Regulation D “Bad Actors” Certification in the Terms of Service.

“Beta Services”: all or part of the Platform made available by Finalis to a User to try.

“Brand Features”: a Party’s domain name, logos, name, graphics, service marks, testimonial, trade names, patents, copyrights, trade dress and trademarks, and each of the foregoing of a User, as applicable.

“Capital Allocator Product”: In Finalis’ discretion, Finalis may provide User or a User Affiliated Person access to the Platform that may (a) include Finalis’ private deal network that enables Finalis-approved Persons involved in owning, advising and investing in Persons to connect with potential buyers, sellers, investors, bankers and advisors, thereby enhancing their business development and Transaction sourcing; (b) allow owners, officers and representatives of companies, mergers and acquisitions advisors, private investors, and other professionals to identify and connect with one another to develop business opportunities, originate and manage investments, merger and acquisition and other Transaction opportunities, and identify and engage with potential capital partners and institutional capital; and (c) include features for enabling interactions with other Platform users and evaluating Transactions; provided, that, a User that wishes to share a Transaction or related information through the Platform shall be permitted to do so subject to Finalis’ written consent provided that such Transaction complies with these Terms of Use and Applicable Law..

“Claim”: any reasonably expected, potential, threatened, pending or completed claim, action, suit, proceeding, demand, loss, liability, damage, dispute, cause of action, right, fee, debt, obligation, inquiry, investigation, judgment, settlement, infringement, violation, expense (including attorneys’ expenses and fees), fine or other liability of any kind or nature whatsoever or misappropriation of copyright, patent, trademark or other proprietary rights of any third parties, whether known or unknown, at law or in equity.

“Confidential Information”: any information belonging to Finalis Affiliated Persons, in any form, in whole or in part, that is not generally available to the public, furnished to User or User Affiliated Person prior to, on or after the Effective Date, directly or indirectly, including but not limited to (i) these Terms of Use, (ii) all agreements Finalis is a party to; (iii) the Platform; (iv) Account information; (v) the identity of, and information relating to, Finalis’ customers or Finalis Affiliated Persons or Finalis Vendors and (vi) any information User or User Affiliated Persons knew, or reasonably should have known, was or is the confidential or proprietary information of Finalis, and User, on behalf of itself and User Affiliated Persons, acknowledges and agrees that neither User or User Affiliated Persons shall compete with Finalis in the use of any Confidential Information.

“Confidentiality Terms”: any Confidential Information is acknowledged by User to be proprietary information and will be maintained in a confidential manner by User; User agrees not to use, directly or indirectly, in whole or in part, any Confidential Information for any purpose except for these Terms of Use; User agrees to, at its expense, prevent and protect the Confidential Information, or any part thereof, from disclosure by or to any Person other than User Affiliated Persons provided that User (1) informs them of the confidential nature of the information and the terms hereof; (2) directs them to treat the Confidential Information in confidence and not to use it other than for these Terms of Use and (3) is responsible for the improper use of the Confidential Information (including by former User Affiliated Persons); provided, that, User shall not be subject to the foregoing restrictions where: (1) the information is now or becomes public through no violation of these Terms of Use or (2) the disclosure is required by Applicable Law, in which case, to the extent permitted by Applicable Law, User will promptly notify Finalis in writing and permit Finalis to seek a protective order or to take other appropriate action and User will use reasonable efforts to obtain confidential treatment of related disclosures; provided, further, that, User agrees that any breach or threatened breach of the Confidentiality Terms (which User agrees are reasonable in scope and content) may cause irreparable harm to Finalis that may be inadequately measurable or compensable in damages at law or equity, in which case Finalis may (1) seek an immediate injunction or restraining order to preclude any unauthorized disclosure or breach, without the requirement of posting a bond or other security and (2) pursue other legal or equitable remedy that may be available to Finalis.

“Control”: direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Covenants”: User, on behalf of itself and each User Affiliated Person, agrees that it and each User Affiliated Person will not, directly or indirectly, before and as of the Effective Date and for an indefinite period thereafter:

(a) take, support, encourage, induce or voluntarily participate in any communication, action or attempted action that would negatively comment on, disparage or call into question the business operations, policies or conduct of Finalis or a Finalis Affiliated Person, or act in any way with the respect to such business operations, policies or conduct that would likely damage the reputation or business relationships of Finalis or any Finalis Affiliated Person or their respective present or future business with any third party.

(b) (1) solicit, induce, recruit or encourage or attempt to solicit, induce, recruit or encourage a Finalis Affiliated Person or Finalis customer or consultant to terminate their relationship with Finalis or (2) induce, attempt to induce or knowingly encourage any Finalis customer or consultant to cancel, surrender, lapse or not renew any agreement with Finalis.

(c) become a competitor of Finalis with respect to the Platform or any product or service of Finalis, or become an Affiliate, director, officer, owner, part-owner, joint venturer, agent or otherwise of a competitor of Finalis with respect thereto.

(d) engage in any Unfair Competition.

“Deal Opportunity” means: (A) any Acquisition Transaction offered through the Platform; (B) any opportunity whereby a User or User Affiliated Person proposes to issue any securities, including equity, debt and/or hybrid securities, warrants, debt offerings convertible to equity, or the right or option to purchase any of the foregoing, in each case whether in a private or public offering; (C) the opportunity to purchase all or part of a company or its assets, or to provide funding or capital through the purchase of stock or other equity for value, services, money or other property; (D) the opportunity to make loans or provide a credit or lending facility; or (E) any similar opportunity to invest in a business that is offered to a User or User Affiliated Person.

“Definitive Agreements”: any Indication of Interest with respect to any Deal Opportunity or any Closing Document in connection with a Transaction.

“Dollar”: the lawful currency of the United States of America.

“Effective Date”: with respect to each User, the first date of acceptance of these Terms of Use.

“Federal MRB Law”: federal laws, statutes, rules, orders, regulations and restrictions related to MRB, including the Controlled Substances Act of 1970, as amended.

“Finalis”: Finalis, Inc., and only its subsidiaries that it Controls that it designates to provide the Platform pursuant hereto.

“Finalis Affiliated Persons”: Finalis and its Affiliates, and their respective officers, directors, employees, partners, agents, controlling persons, owners, advisors, contractors and other Persons, including Persons employed or contracted by Finalis or an Affiliate of Finalis that provides the Platform, including, in Finalis’ discretion, Finalis Vendors; provided, that, Finalis Affiliated Persons shall not include registered representatives, customers of Finalis or any of its Affiliates, Users or User Affiliated Persons even if engaged as an officer, director, employee, partner, agent, controlling person, owner, advisor, contractor or any other capacity; provided, further, that, “our” shall also refer to Finalis Affiliated Persons, as applicable, for all purposes hereunder.

“Finalis Website”: all web pages and subdomains owned and operated by Finalis and a part of the https://www.finalis.com website, including, but not limited to, https://my.finalis.com and https://capital-allocators-platform.finalis.com.

“Force Majeure Event”: a natural disaster, war, act of terror or aggression, actions or decrees of Authorities, communication line or internet failure, any event outside of the control of Finalis or actions or omissions of third-parties.

“Introduction Date”: the date on which a User or User Affiliated Person receives, via the Finalis Platform or through a Finalis Affiliated Person, the contact information for a Person associated with a Deal Opportunity; provided, that, for the avoidance of doubt, if such contact information is shared in connection with multiple Deal Opportunities, the most recent Introduction Date shall prevail, control and supersede any prior Introduction Date(s) related to such Person.

“KYC”: “know your customer” verifications required by Applicable Law.

“Losses”: collectively, losses, liabilities, Claims, causes of action, penalties, interest, fees, costs, premiums, deductibles and expenses, including any fees, costs and expenses of legal counsel arising under or in connection with any Claim.

“Material Breach”: (a) in respect of each User and User Affiliated Person: (i) fraud; (ii) material breach of any term, covenant or representation in these Terms of Use; (iii) violation of Applicable Law; (iv) civil judgments or criminal activity; (vi) actions leading to statutory disqualification; and (vii) providing false or misleading information to a Finalis Affiliated Person; and (b) any circumstance that, in Finalis’ sole discretion, would materially adversely affect Finalis’ relationship with User.

“Member Program”: User agrees to participate in occasional product feedback sessions with us, surveys regarding the Platform and referral calls from our customers, prospective customers and investors.

“MRB”: “marijuana” as defined in 21 U.S.C. 802(16), as amended.

“MRB Activities”: the business of possessing, storing, cultivating, manufacturing, processing, labeling, distributing, transporting, selling and/or testing MRB and/or its byproducts and/or any product containing MRB and/or its byproducts.

“MRB Services”: conducting business with any Person and/or entity engaged in MRB Activities.

“MRB Party”: a client, deal, transaction, customer or otherwise that is directly or indirectly engaged in MRB Activities and/or provides MRB Services.

“MRB Terms”:

(a) in addition to User’s indemnification of Finalis Affiliated Persons elsewhere herein, User hereby indemnifies, holds harmless, shall pay and reimburse Finalis Affiliated Persons against all Losses, direct or indirect, as they are incurred by any of them (1) arising under or relating hereto, a Transaction, or any action or inaction taken by them herewith and (2) due to User’s violation of Federal MRB Laws and/or Non-Federal MRB Laws relating to or resulting from the MRB Services and/or MRB Activities.

(b) User represents and warrants and covenants with Finalis that it has verified and shall verify that MRB Parties (i) maintain in good standing approvals required under Non-Federal MRB Laws to conduct business; (ii) comply with (x) federal and/or national (non-U.S.) laws (other than Federal MRB Laws); (y) Non-Federal MRB Laws; and (z) federal, state, provincial, municipal, and local tax laws.

(c) User shall promptly notify Finalis of any actual or threatened notice received by any MRB Party from any Authority alleging a violation of any Federal MRB Laws and/or Non-Federal MRB Laws, and shall furnish Finalis information and access it requests in relation thereto.

(d) User for itself and User Affiliated Persons agrees (1) that neither User nor User Affiliated Persons (i) makes, will make and shall be deemed to make and have made any representation or warranty regarding the compliance of these Terms of Use (or in any document in connection with the transactions contemplated hereby) with any U.S. federal laws, civil, criminal or otherwise, as such relate, directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of MRB and/or Federal MRB Laws, (ii) shall have any right of rescission or amendment arising out of or relating to any non-compliance with Federal MRB Laws unless such non-compliance also constitutes a violation of applicable state or commonwealth law with respect to MRB and (iii) shall seek to enforce these Terms of Use in a U.S. federal court unless and until the Parties have reasonably determined that applicable Non-Federal MRB Laws with respect to MRB are compliant with Federal MRB Laws; (2) that the transactions hereunder do not violate public policy; and (3) to waive illegality as a defense to Claims hereto.

(e) User agrees that neither Finalis nor any Finalis Affiliated Person is violating, intends to violate, or aid, abet or otherwise facilitate the violation of, Federal MRB Laws and/or Non-Federal MRB Laws as a result of these Terms of Use.

“NDA”: any non-disclosure, confidentiality or similar agreement, as modified.

“Non-Federal MRB Laws”: all state, provincial, municipal, and local laws, regulations and restrictions related to MRB.

“Parties”: Finalis and each User accepting these Terms of Use.

“Person”: an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and any Authority or any department, agency or political subdivision thereof.

“Platform”: the applications, artificial intelligence, contents, documents, events, features, forms, functionalities, information, interfaces, models, products, programs, services, support, systems, templates, tools, workflows and websites made available, provided or used by Finalis from time to time in its discretion to include through the Finalis Website, which may include the Capital Allocator Product any other websites or application programs through which Finalis makes its products and services available, including updates to each from time to time.

“Principals”: officers, management team and other personnel responsible for the management and operations or control of User, as applicable.

“Privacy Policy”: Finalis’ Privacy Policy located at https://www.finalis.com/privacy.

“Publishers”: third parties that may upload information to the Platform.

“Securities Act”: the Securities Act of 1933, as amended.

“Terms”: collectively, the Terms of Service and the Privacy Policy.

“Terms of Service”: the Finalis Terms of Service located at https://www.finalis.com/platform-disclaimers?terms-of-service.

“Terms of Use”: collectively, these Terms of Use and the Terms, as amended.

“Transaction”: as applicable, (a) a Deal Opportunity; (b) a transaction in securities for the account of others (including primary and secondary offerings) in the context of private placements under the Securities Act; (c) an Acquisition Transaction and (d) any other type of transaction, in each case posted or offered through the Platform; provided, that, in each case, Finalis agrees to accept such Transaction, which shall be subject to these Terms of Use, any other terms and conditions required by Finalis; provided, that, for purposes of this definition, "Transaction" shall include (a) all phases of a Transaction including the closing and any subsequent closings or payments related to a Transaction, regardless of whether the payments are structured as post-closing fees or otherwise; and (b) any subsequent Transactions involving the same Persons introduced by us to User or a User Affiliated Person, regardless of whether the initial Transaction is completed or not, including, without limitation, any independent collaboration between such Person and/or other parties (including User or a User Affiliated Person) resulting in Transactions where the initial Introduction by us facilitated the connection for those later Transactions.

“Transaction Value” means: (a) the total enterprise valuation of a Transaction, including the value of the acquired equity (including securities convertible into equity), and assets, whether paid for in cash, stock or any other non-cash consideration, plus the value of any promissory notes, loans, investments, supply, license or royalty agreements, covenants not to compete, consulting agreements and employment agreements with owners (or their Affiliates) in excess of market, leases or rents payable to owners (or their Affiliates) in excess of market, and any other economic benefits, rights, property or interests, including payments contingent upon future events or conditions; (b) in the case of the deployment or arrangement of debt financing, the total maximum amount of capital contractually agreed to be deployed at the time of the closing of the applicable Transaction, regardless of the timing of actual cash distributions (including capital deployed after termination of any ownership interest); and (c) any earn-out or similar contingent payment (in cash, equity and other consideration) provided for in the Definitive Agreements (or any agreement associated with the Definitive Agreements, including limitation consulting agreements and side letters) that are contingent on the performance of an acquired business or acquired assets, as the case may be, in any Transaction contemplated hereby.

“Unfair Competition”: the sale or unauthorized use or disclosure, directly or indirectly, of any Confidential Information of Finalis by any means whatsoever.

“U.S. Territory”: the territory of the United States of America.

“User”: as applicable, (a) if an individual accepts these Terms of Use, such individual, (b) if an individual accepts these Terms of Use on behalf of a legal entity, such entity and (c) an Authorized User; provided, that, a User may not be, absent Finalis’ prior written consent, an employee, director, officer, agent, consultant, representative, partner, advisor, management, owner or part-owner equity holder of a competitor of Finalis or of an Affiliate or subsidiary of a competitor of Finalis; provided, further, that, “you” and “your” shall also refer to User for all purposes hereunder.

“User Acknowledgement”: User’s agreement hereby and with the Terms and to Finalis’ right to provide the Platform from locations, and/or through the use of Vendors and agents worldwide.

“User Affiliated Persons”: collectively, principals, employees, consultants, directors, partners, contractors, officers, agents, representatives, advisors, management, equity holders, executors, administrators, assigns and authorized Persons of User as well as User’s Authorized Users.

“User Data”: any data, information or other materials submitted, uploaded, posted or sent by User or a User Affiliated Person to, through or in connection with the Platform, a Finalis Affiliated Person or a Finalis Vendor.

“User Default”: Finalis’ performance of any of its obligations under these Terms of Use being prevented or delayed by an act or omission by User or a User Affiliated Person or the failure by User or a User Affiliated Person to perform any obligation under these Terms of Use.

“User-Generated Content”: content featured, displayed, communicated, transmitted, created or uploaded by User, a User Affiliated Person or a third party through the Platform or via a Finalis Affiliated Person or a Finalis Vendor; provided, that, User agrees that User (a) is solely responsible for the content of, and for any harm resulting from, any User-Generated Content, regardless of its form; (b) will only submit User-Generated Content that it owns or otherwise controls all of the rights to or for which it has rights to post and that such content is accurate; (c) will comply with any third-party licenses relating to such User-Generated Content and the use of such content does not violate these Terms of Use or Applicable Law and will not cause injury to any Person or entity; and (d) will indemnify, hold harmless, pay and reimburse Finalis Associated Persons for all Losses, as they are incurred by any of them, and Claims from content you supply; provided, further, that, Finalis is not responsible for any public display or misuse of User-Generated Content, it and its sublicensees have the right (but not the obligation) to use the name that you submit in connection with such User-Generated and Finalis and its sublicensees may refuse or remove any User-Generated Content that, in their discretion, violates these Terms of Use or Applicable Law.

“User Obligations”: User shall:

(a) obtain licensure before conducting Transactions, and promptly inform Finalis in writing of events that may require licensure.

(b) keep their licenses in good standing and maintain appropriate licensure as required by Applicable Law.

(c) promptly notify Finalis in writing of any order, action or notice (and provide Finalis copies thereof) that involve their activities or would affect their ability to conduct Transactions or use the Platform and cooperate with any Finalis inquiry.

(d) comply with, and ensure that Transactions comply with, Applicable Law, which obligation is not subject to any of Finalis’ obligations under these Terms of Use, and ensure that all activities in non-U.S. jurisdictions are conducted in compliance with the Applicable Law of such non-U.S. jurisdictions as if such activity were done in the U.S. Territory.

(e) promptly notify Finalis of any development involving User or their clients or a Transaction that impacts the Platform or Finalis’ delivery of the Platform.

(f) require that Transaction documents state that Finalis has not conducted diligence nor is endorsing investments thereunder.

(g) take all actions requested by Finalis and provide Finalis with all information in connection with Transactions, and communicate these Terms of Use and Applicable Law to User Affiliated Persons in writing.

(h) keep records up to date per Applicable Law.

(i) consult Finalis regarding any event implicating a Transaction and the Platform.

(j) immediately notify Finalis of any event or condition that would make or threaten to make them ineligible to conduct Transactions and cease all activity until Finalis determines to be appropriate in its sole discretion.

(k) ensure that any indemnification it receives pursuant to any agreement under or in connection with a Transaction includes Finalis as an indemnified party in no less than equal measure as such indemnification.

(l) take all actions to ensure that all necessary consents of the issuers of securities to be sold in Transactions have been obtained.

(m) cooperate with Finalis in all matters relating to the Platform.

(n) ensure that any information supplied to Finalis by User, a User Affiliated Person or a third party at User’s request are true, fair, accurate and not misleading and do not omit any facts, matters or information, and if anything occurs to render such facts, matters or information untrue, unfair, or misleading, User shall promptly notify Finalis in writing.

(o) promptly, and without charge, provide all reasonable assistance and information required by Finalis to enable Finalis to provide the Platform pursuant to these Terms of Use.

(p) provide prompt notice (time being of the essence) to Finalis (1) with respect to any Transaction, (2) a letter of intent, memorandum of understanding, term sheet or the effective equivalent, or the receipt or submission of an inquiry, indication of interest or offer (in each case whether written or oral) for a Transaction (an “Indication of Interest”) and (3) any closing documents or instruments executed in connection with a consummated Transaction (a “Closing Document”, which notice shall include a description of the Transaction, the material terms of such Indication of Interest and/or Closing Documents; provided, further, you hereby irrevocably designate and appoint Finalis as your authorized agent to receive such information and documents notwithstanding the terms of any NDA that you and/or any User Affiliated Person are a signatory (and Finalis shall have no liability therewith or be required to comply with such NDA and Finalis shall be indemnified as set forth herein in connection therewith).

(q) submit, process and conduct all eligible Transactions through the Platform, refraining from bypassing the Platform.

(r) ensure all transactions entered in the Platform are accurate, complete and reflective of all transactions; and, further, User shall refrain from omitting any transactions from the Platform, ensuring that all transactions are properly reported in the Platform to maintain the integrity of transaction data.

(s) provide Finalis and maintain in the Platform accurate and up-to-date contact information.

“User Representations and Warranties”: User, on behalf of itself and each User Affiliated Person, represents and warrants to Finalis the below representations and warranties as of the Effective Date and thereafter and shall promptly notify Finalis in writing of any deviation thereof:

(a) User has the power and authority to bind User and, as applicable, its User Affiliated Persons to these Terms of Use and each shall be bound by these Terms of Use as if they were a party hereto.

(b) Neither User nor any User Affiliated Person is a competitor or an Affiliate or subsidiary of a competitor of Finalis or any of Finalis’ Affiliates.

(c) User will use information provided to and by Finalis and conduct its activities under these Terms of Use and Transactions in compliance with Applicable Law.

(d) (i) User is under no contractual restriction or obligation which is inconsistent with the execution of these Terms of Use, the performance of their duties hereunder or the other rights of Finalis hereunder; (ii) User’s independent contractor relationship with Finalis is acceptable and consistent, in all respects, with the performance of any other unrelated contractual obligations; (iii) the execution and performance hereof is not inconsistent with, and will not violate, any policies or procedures of any other Person applicable to User; and (iv) User’s execution hereof and the performance of its duties hereunder in no way conflicts with any covenant between User and any third party.

(e) User is not providing Finalis information that is confidential or proprietary of any other Person or the receipt of which may result in any new obligation or liability upon Finalis.

(f) User is, and at all times has been, in compliance with Applicable Law.

(g) Neither User nor its User Affiliated Persons are subject to the Bad Actor Rules, and User shall furnish Finalis and applicable Issuers a written description of any Disqualifying Event which shall be promptly provided by User to investors prior to their participation in Transactions.

(h) There is no action, proceeding or investigation pending or threatened against or affecting User or any User Affiliated Person before any court, arbitrator, agency or Authority.

(i) Finalis may assume that any instruction, notice or request (however communicated) is authorized by, as applicable, User or a User Affiliated Person, and User shall indemnify, hold harmless, pay and reimburse Finalis Affiliated Persons pursuant to the indemnification terms hereof for all Losses resulting from its response to such instruction, notice or request.

(j) User and each User Affiliated Person is a sophisticated professional who is able to independently assess the merits of Finalis, these Terms of Use and each Transaction.

(k) Neither User nor any of their User Affiliated Persons has filed any claim, complaint, or action of any kind against Finalis or any Finalis Affiliated Person with any Authority.

(l) Neither User nor any of their User Affiliated Persons has engaged in and is not aware of any unlawful conduct of any of them relating to Finalis or Finalis Affiliated Persons.

(m) User and User Affiliated Persons, as applicable, represents and warrants that they are an Accredited Investor and acknowledges and agrees with the Accredited Investor Certification.

“Vendors”: Finalis’ third-party providers.

This site is operated by Finalis, Inc. (“Finalis”), which is not a registered broker-dealer. Finalis does not give investment advice, endorsement, analysis or recommendations with respect to any securities. Neither Finalis nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind related to the adequacy, accuracy or completeness of any information on this site or the use of information on this site. By accessing this site and any pages thereof, you agree to be bound by the Terms of Service and Terms of Use. Certain services so designated are offered by Finalis Securities LLC, Member FINRA / SIPC and an affiliate of Finalis, located at New York, NY. Finalis Securities LLC does not make investment recommendations and no communication, through this website or in any other medium, should be construed as a recommendation for any security. Finalis does not provide legal, regulatory, accounting, insurance, tax or other similar professional advice and you should rely on your own counsel, accountants and similar advisors for such advice.