PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THIS SITE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.

 

 

 

This is an agreement between you and Raise

The www.getraise.io website (the "Site") is comprised of various web pages operated by Raise Impact Technologies, Inc. ("Raise"), and is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the"Terms"). Your use of the Site constitutes your agreement to all such Terms. Please read these Terms carefully and keep a copy of them for your reference. In order to register to use or use theRaise platform or any Raise services in connection with any issuance of a Raise customer, you will also be required to accept the terms and conditions of theRaise authorized user terms (“Authorized User Agreement”) made available to you at the time of registration. The Authorized User Agreement will govern your access to and use of the Raise platform and services.

 

Raise is a software-as-a-service, solution for asset management and the digitization of securities issued by funds, companies, and other entities.The Raise services consist of a hosted software as a service that enables issuers of securities, through its users, to prepare, facilitate, and manage an offering of such securities (“Raise Services”). Raise makes the Raise Services available through web-based interfaces to be used by the issuer to:

 

 

(i)  prepare, facilitate, and manage the creation, issuance, editing, and offering of securities through an issuer-branded web dashboard;

 

(ii)  manage documents and compliance obligations related to financings;

(iii)  issue electronic messages and assets to user base;

 

(iv)  enable potential investors as “authorized persons” to register for an issuer’s securities offering (“CompanyOffering”) through the issuer’s branded dashboard and qualify such investors;

 

(v)  through the use of the issuer dashboard operated through RaiseServices, manage the secure assets issued to Qualified Authorized Persons, ongoing compliance requirements and investor rights related to the secure assets and subsequent related transactions.

 

 

 

Eligibility to Use the Site

Raise does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. To be eligible to use the Site, you must be at least18 years old.

 

Privacy

Your use of the Site is subject to the RaisePrivacy Policy. Please review the Privacy Policy, which also governs the Site and informs users of our data collection practices.

 

 

 

Creating a Raise Account

In order to use the Raise Services for purposes of requesting information regarding managing corporate affairs, assets or offerings, you will need to accept the terms of the Authorized User Agreement and register for a Raise account (a "Raise Account"). During the registration process, we will ask you for information, including your name and other

personal information, to verify your identity. We may, a tour sole discretion, refuse to open a RaiseAccount for you, or limit the number of Raise Accounts that you may hold.

 

Electronic Communications

Visiting the Site, any issuer-specific webpage hosted byRaise, or sending emails to Raise constitutes electronic communications. Youconsent to receive electronic communications and you agree that all agreements,notices, disclosures, and other communicationsthat we provideto you electronically, via emailand on the Site, satisfy any legal requirement that suchcommunications be in writing.

 

Your Account

If you use this Site, you are responsible for maintainingthe confidentiality of your account and password, and for restricting access toyour computer, and you agree to accept responsibility for all activities thatoccur under your account or password. You may not assign or otherwise transferyour account to any other person or entity. You acknowledge that Raise is notresponsible for third party access to your account that results from theft or misappropriation of your account.Raise and its associates reserve the right to refuse or cancelservice, terminate accounts, or remove or edit content in our sole discretion.

 

Links to Third Party Sites/ThirdParty Services

The Site may contain links to third party websites("Linked Sites"). The Linked Sites arenot under the control of Raise and Raise is not responsible for the contents ofany Linked Site, including without limitation any link contained in a LinkedSite, or any changes or updates to a Linked Site. Raise is providing theselinks to you only as a convenience, and the inclusion of any link does not imply endorsement by Raise of thesite or any association with its operators.

Certain services made available via the Sitemay be delivered by third party sites and organizations. By using anythird-party product, service or functionality originating from the www.getraise.io domain, you hereby acknowledge and consent that Raise may sharesuch information and data with any third party with whom Raise has acontractual relationship to provide the requested product, service, orfunctionality on behalf of Site users and customers.

 

Raise has no control over,or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or servicesthat you may purchase or sell to or from a third party (including other usersof Raise Services). Raise is not responsible for ensuring that a buyer or aseller you may transact with will actually complete the transaction, or isauthorized to do so. If you experience a problem with any goods or servicespurchased from, or sold to, a third party in connection with security assetstransferred using the Raise Services, or if you have a dispute with such thirdparty, you must resolve the dispute directly with that third party. If youbelieve a third party has behaved in a fraudulent, misleading, or inappropriatemanner, or if you cannot adequately resolve a dispute with a third party, youmay notify the legal team of Raise Impact Technologies Inc., at legal@getraise.io, so that we may consider what action to take, if any.

 

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable,revocable license to access and use the Site strictly in accordance with theseTerms. As a condition of your use of the Site, you warrant to Raise that youwill not use the Site for any purpose that is unlawful or otherwise prohibitedby these Terms. You may not use the Site in any manner which could damage,disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attemptto obtain any materials or information through any means not intentionally made available or provided for throughthe Site.

All content included as part of the Service,such as text, graphics, logos, images, as well as the compilation thereof,and any softwareused on the Site, is the propertyof Raise or its suppliers and protected bycopyright and other laws that protect intellectual property and proprietaryrights. You agree to observe and abide by all copyright and other proprietarynotices, legends, or other restrictions contained in any such content and willnot make any changes thereto.

 

You will not modify, publish,transmit, reverse engineer, participate in the transfer or sale,create derivative works, or in any way exploit any of the content, in whole orin part, found on the Site. Raise content is not for resale. Your use of theSite does not entitle you to make any unauthorized use of any protectedcontent, and in particular you will not delete or alter any proprietary rightsor attribution notices in any content. You will use protected content solelyfor your personal use, and will make no other use of the content without theexpress written permission of Raise and the copyright owner. You agree that youdo not acquire any ownership rights in any protected content. We do not grantyou any licenses, express or implied, to the intellectual property of Raise orour licensors except as expressly authorized by these Terms.

 

Third-Party Accounts

You may be able to connect your Raise account tothird-party accounts. By connecting your Raise accountto your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordancewith your privacy settings on those third-party sites). If you do not wantinformation about you to be shared in this manner, do not use this feature.

 

International Users

The Site is controlled, operated,and administered by Raise from its offices within The Bahamas. If you access the Site from alocation outside The Bahamas, you are

responsible for compliance with all local laws. You agreethat you will not use the content accessed throughthe Site in any countryor in any manner prohibited by any applicablelaws, restrictions, or regulations.

 

Indemnification

You agree to indemnify, defend, and hold harmless Raise,its officers, directors, employees, agents, and third parties, for any losses,costs, liabilities, and expenses (including reasonable attorney's fees)relating to or arising out of your use of or inability to use the Site, anyuser postings made by you, your violation of any of these Terms, or yourviolation of any rights of a third party, or your violation of any applicablelaws, rules or regulations. Raise reserves the right, at its own cost, to assume the exclusive defense and control of any matterotherwise subject to indemnification by you, in which event you will fullycooperate with Raise in asserting any available defenses.

 

Arbitration

In the event the parties are not able to resolve anydispute between them arising out of or concerning these Terms, or anyprovisions hereof, whether in contract, tort, or otherwise at law or in equityfor damages or any other relief, then such dispute shall be resolved only byfinal and binding arbitration pursuant to the Federal Arbitration Act, conductedby a single neutral arbitrator and administered by the American ArbitrationAssociation, or a similar arbitration service selected by the parties, in alocation mutually agreed upon by the parties. The arbitrator's award shall befinal, and judgment may be entered upon it in any court having jurisdiction. Inthe event that any legal or equitable action, proceeding, or arbitration arisesout of or concerns these Terms, the prevailingparty shall be entitled to recover its costs and reasonable attorney's fees. The partiesagree to arbitrate all disputes and claims in regards to these Terms or anydisputes arising as a result of these Terms, whether directly or indirectly,including tort claims that are a result of these Terms. The parties agree thatthe Commercial

Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute,including the scope and enforceability of this arbitration provision shall bedetermined by the Arbitrator. This arbitration provision shall survive the termination of these Terms.

 

Class Action Waiver

Any arbitration under these Terms will take place on anindividual basis; class arbitrations and class/representative/collective actionsare not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMSAGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF ORCLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS INTHE FORM OF A PRIVATEATTORNEY GENERAL ACTION AGAINST THE OTHER. Further,

unless both you and Raiseagree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise presideover any form of a representative or class proceeding.

 

LiabilityDisclaimer

THE INFORMATION INCLUDED IN OR AVAILABLE THROUGH THE SITE MAYINCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. RAISEAND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANYTIME.

 

RAISE AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACYOF THE INFORMATION ANDRELATED GRAPHICS CONTAINEDON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW, ALL SUCH INFORMATION AND RELATED GRAPHICSARE PROVIDED "ASIS" WITHOUT WARRANTYOR CONDITION OF ANY KIND. Raise AND/OR ITS SUPPLIERSHEREBY DISCLAIM ALL WARRANTIES ANDCONDITIONS

WITH REGARD TO THIS INFORMATION AND RELATED GRAPHICS, INCLUDING ALLIMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, AND NON-INFRINGEMENT.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NOEVENT SHALL Raise AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT,PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVERINCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS,ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE,WITH THE DELAY OR INABILITY TO USE THE SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OROTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Raise OR ANY OF ITSSUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOMESTATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FORCONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESETERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

 

Termination/Access Restriction

Raise reserves the right, in its sole discretion, to terminate your access to the Site or any portion thereof at any time, withoutnotice. To the maximum extent permitted by law, these Terms are governed by thelaws of the Commonwealth of The Bahamas, and you hereby consent to theexclusive jurisdiction and venue of courts in The Bahamas in all disputesarising out of or relating to the use of the Site. Use of the Site isunauthorized in any jurisdiction that does not give effect to all provisions ofthese Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment,or agency relationship exists between you and Raise as a result of these Termsor use of the Site. Raise’s performance of these Terms is subject to existinglaws and legal process, and nothing contained in these Terms is in derogationof Raise’s right to comply with governmental, court, and law enforcementrequests or requirements relating to your use of the Site or informationprovided to or gathered by Raise with respect to such use. If any part of theseTerms is determined to be invalid or unenforceable pursuant to applicable lawincluding, but not limited to, the warranty disclaimers and liabilitylimitations set forth above, then the invalid or unenforceable provisionwill be deemed superseded by a valid, enforceable provision that mostclosely matches the intent of the original provision and the remainder of theseTerms shall continue in effect.

 

Unless otherwise specified herein, these Terms, thePrivacy Policy, and the terms of the Authorized User Agreement that you acceptcomprise the entire understanding and agreement between you and Raise as to thesubject matter hereof, and supersedes all prior or contemporaneouscommunications and proposals, whether electronic, oral, or written, between theyou and Raise with respect to the Site. A printed version of these Terms and ofany notice given in electronic form shall be admissible in judicial oradministrative proceedings based upon or relating to these Terms to the sameextent and subject to the same conditions as other business documents andrecords originally generated and maintained in printed form.It is the express wish to the parties that theseTerms and all related documents be written in English.

 

Changes to Terms

Raise reserves the right, in its sole discretion, to change the Terms under which the Siteis offered. The most current version of the Terms will supersede all previousversions. Raise encourages you to periodically review the Termsto stay informedof our updates.

 

Contact Us

Raise welcomes your questions or comments regarding the Terms: MailingAddress:

Raise Impact Technologies Inc. 201 Church Street, Sandyport

Nassau, Commonwealth of The Bahamas Email Address:

legal@getraise.io

 

 

 

 

 

APPENDIX 1: E-SIGN DISCLOSURE AND CONSENT

This policy describes how Raise deliverscommunications to you electronically. We mayamend this policy at any time by providing a revised versionon our website. The revised version will be effective at thetime we post it. We will provide you with prior notice of any material changesvia our website.

 

Electronic Deliveryof Communications

 

You agree and consent to receiveelectronically all communications, agreements, documents, notices,and disclosures (collectively, "Communications")that we providein connection with your use of this Site:

 

●     Terms of use and policiesyou agree to (e.g., the Raise PrivacyPolicy), including updates to these agreements or policies;

●     Account details, history,transaction receipts, confirmations, and any other Account or transaction information;

●     Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

●     Responses to claims or customersupport inquiries filed in connection with your use of this Site.

We will provide these Communications to you byposting them on the Raise website, emailing them to you at the primary emailaddress you may provide to Raise, communicating to you via instant chat,and/or through otherelectronic communication suchas text message or mobile push notification.

 

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the followingcomputer hardware and software:

 

●    A devicewith an Internet connection;

●     A current web browser that includes 128-bit encryption (e.g.Internet Explorer version 9.0 and above, Firefoxversion 3.6 and above, Chromeversion 31.0 and above, or Safari 7.0 and above) withcookies enabled;

●    A valid email address (your primary email addresson file with Raise); and

●     Sufficient storage spaceto save past Communications or an installed printer to printthem.

Legal Disclosure

The services and information described in this communication are provided to you “as is” and “as available” withoutwarranties of any kind, expressed, implied or otherwise, including but notlimited to all warranties of merchantability, fitness for a particular purpose,or non-infringement. Neither RaiseImpact Technologies Inc., nor any of its

affiliates will be liable for any damages, includingwithout limitation direct, indirect, special, punitive or consequentialdamages, caused in any way or arising from the use of the services or relianceupon the information provided in this communication or in connection with any failureof performance, error, omission, interruption, defect, delay in operation or transmission, computervirus or line or system failure.

 

This communication has been preparedfor informational purposesonly and is not an offer to buy or sell or a solicitationof any offer to buy or sell any security or other financial instrument or toparticipate in any trading or investment strategy.

 

The information contained in this communication is notintended as tax, legal, regulatory, accounting or investment advice. NeitherRaise Impact Technologies Inc., nor any of its affiliates render advice on taxand tax accounting matters. By providing this information we are not advisingyou to take any particular action based on the information or opinions (if any) contained herein. Prior to entering into any transaction, you should consult with yourown personal tax, accounting and/or legal advisor.

 

This communication is not intended to, and should not be construed as investmentadvice. You should consult with your personalinvestment/financial advisor priorto making any investment decision.