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Terms of Use

About Us

Welcome to GrowthFountain! GrowthFountain LLC is a Delaware limited liability company that owns and operates www.GrowthFountain.com. We are headquartered in New York City at 79 Madison Avenue, 5th Floor, New York, NY 10007. GrowthFountain Capital LLC is a Delaware limited liability company, and is registered with the Securities and Exchange Commission (“SEC”) as a Funding Portal, and is a subsidiary of GrowthFountain LLC (together with all of their affiliates, collectively, “GrowthFountain”).

By accessing and using the Platform, yourepresent and warrantthat you are at least 18 years old and have the right, authority, and capacity to enter into the terms of use contained herein (on behalf of yourself or the entity that you represent). If you do not agree with all of the terms of use contained herein, do not access and/or use this website.

FURTHER BY VISITING THIS WEBSITE YOU SIGNIFY YOUR ASSENT TO THE TERMS AND CONDITIONS CONTAINED HEREIN. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THIS WEBSITE AND DISCONTINUE USE OF ANY GROWTHFOUNTAIN SERVICES IMMEDIATELY.

The Agreement

These Terms of Use ("Agreement") should be read carefully before using the services offered by GrowthFountain or accessing any of the websites, web pages or other online material owned or operated by GrowthFountain, including without limitation (a) any such websites, web pages or other online material hosted by GrowthFountain in connection with any joint marketing efforts with third parties and (b) any tools, calculators, forms, tutorials, downloadable content, or services available from GrowthFountain (collectively, the “Platform”) . This Agreement sets forth the legally binding terms and conditions for your access to any portion of the Platform and your use of any of the services offered by GrowthFountain through or in connection with the Platform. By using the Platform in any manner, including but not limited to visiting, browsing or otherwise viewing any webpages or content available through the Platform, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by GrowthFountain from time to time on the Platform, each of which is incorporated by reference and each of which may be updated by GrowthFountain from time to time without notice to you.

Your use of the Platform is governed by the version of this Agreement in effect on the date of your use. You agree to access the information on the Platform solely for one of the following permitted purposes: (1) to raise capital in compliance with the Securities Act of 1933, (2) to evaluate potential investment opportunities on the Platform, (3) to participate in the offer, sale or purchase of securities through the Platform or (4) to learn more about crowdfunding and its related risks. GrowthFountain may modify this Agreement at any time and without prior notice. Your continued use of and access to the Platform constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and GrowthFountain, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Platform. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with GrowthFountain. If you do not agree to all the terms of this Agreement and/or GrowthFountain’s Privacy Policy, you are not eligible to participate in the Platform. This Agreement applies to all users of the Platform, including without limitation entrepreneurs ("Issuers") and Investors, as defined by Title III of the JOBS Act ("Investors"). Use of the Platform is void where prohibited.

GrowthFountain reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Platform and to suspend and/or deny access to the Platform for any reason. The information and materials on the Platform may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and GrowthFountain does not undertake any obligation or responsibility to update or amend any such information. GrowthFountain may discontinue or change any product or service described in or offered on the Platform at any time. GrowthFountain further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Platform at any time and for any reason. You agree that GrowthFountain and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Account Access and Qualifications

In order to use certain features of the Platform, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate, (b) you will maintain and promptly update the accuracy of such information and (c) you will maintain the security of your password and identification.

GrowthFountain may suspend or terminate your Account at any time if GrowthFountain has any reason to believe that you have violated applicable law, the terms of this Agreement or any of the written compliance policies adopted by GrowthFountain to protect the integrity and operations of the Platform. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify GrowthFountain of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. GrowthFountain cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all Account and registration information you submit is accurate and truthful. GrowthFountain may, in its sole discretion, change its eligibility criteria at any time and revoke, suspend or terminate any Account. This provision is void where prohibited by law. If you are using the Platform on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify GrowthFountain for violations of this Agreement.

Certain services and pages of the Platform are available only to Investors who have been authorized by us to access such portions of the Platform. Such authorization may require completion of an investor questionnaire and satisfactory screening and/or identification verification. As part of GrowthFountain’s authorization process, each user shall be required to provide, among other things, a valid email address. In providing your email address and agreeing to these Terms of Use, each authorized user consents to receiving email notifications from GrowthFountain concerning your Account, the Platform and offerings listed on the Platform.

Restricted Activity

You accept and agree that your use of the Platform is subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) any user or affiliates of said user may not use the communication channel or any part of the Platform to advertise, sell, distribute, request, or offer any services that are not provided on the Platform; (d) you shall not access the Platform in order to build a similar or competitive website, product, or service; and (e) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform shall be subject to this Agreement.

You agree to use the Platform only for the permitted purposes stated herein. You agree not to use the Platform to collect, upload, transmit, display, or distribute any data, information, images, digital content or other communications (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to: (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user’s use of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform.

You acknowledge and agree that GrowthFountain will have no obligation to provide you with any support or maintenance in connection with the Platform. GrowthFountain reserves the right, at any time, to repair, modify, or discontinue the Platform (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

Unauthorized use of the Platform, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Platform in any manner that could damage, disable, overburden, or impair the Platform. You agree that you will not engage in any activities related to the Platform that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. GrowthFountain reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner. Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us atinfo@GrowthFountain.com.

Securities Products

Company listings on this Platform are only suitable for Investors who are familiar with and willing to accept the high risk associated with illiquid investments, particularly in light of added business risk that early stage and emerging companies pose. Securities sold through this Platform are not publicly traded and, therefore, are less liquid. An Investor’s ability to resell the securities is restricted for a period of one year from the date of purchase. During that time, the purchased securities may only be transferred (a) back to the issuer, (b) to an accredited investor, (c) as part of an offering registered with the Securities & Exchange Commission, or (d) to a member of the Investor’s family or the equivalent or in connection with a death or divorce. Securities purchased in a Regulation Crowdfunding offering are likely to be very illiquid, and you may not be able to sell your investment even after the one year restriction period has passed. Investing in companies listed on this Platform requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment.

Past performance is not a guarantee of future performance. The contents of this Platform do not constitute financial, investment, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose their entire value, and there is no bank guarantee.

Any arraignment or listings of offerings on the Platform should NOT be considered investing advice or promotion for an offering, but have been efficiently compiled for the users based on objective criteria discussed in Regulation Crowdfunding. Further, the User understands and acknowledges that GFC has sole discretion for the gating and listing of Offerings on the Platform. GFC retains the right to gate and list any offering to comply with Regulation Crowdfunding, increase investor protection, decrease potential chances of fraud, and to promote diversity among issuers offering securities through the Platform.

None of the information contained on the Platform constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information and services provided on the Platform are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where GrowthFountain is not authorized to provide such information or services. Some products and services described in the Platform may not be available in all jurisdictions or to all people.

Valuation

GrowthFountain and its employees are prohibited from offering financial advice for the issuing and sale of securities on its platform. All users are strongly encouraged to seek advice from an independent accounting professional before preparing their valuations and before the purchase of any securities offered under Regulation CF. All issuer valuations, including but not limited to; business worth, price per share, % of ownership (collectively “Specifics”) are prepared without review and evaluation of our company or an independent accountant. None of the information contained on the platform constitutes a recommendation, legal or investment advice and are by law made accessible for each users’ independent review.

We are not liable for any improper business valuations nor any belief that these are created or prepared by our company. You are solely responsible for the purchase or sale of securities. Further, any disagreement including but not limited to; % of company owned, % of ownership per share, price per share, business valuation can not be attributed to GrowthFountain or its subsidiaries and are governed by the terms laid out in the Governing Law/Arbitration section.

Proprietary Rights

The GrowthFountain logo is a trademark and service mark of GrowthFountain. GrowthFountain or its licensors own and retain all proprietary rights in the Platform, and all material and information posted thereon. You acknowledge and agree that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Platform and its content are owned by GrowthFountain or its licensors. You agree that nothing contained in this Agreement or in any of your access to the Platform transfers to you or any third party any rights, title or interest in or to such intellectual property. There are no implied licenses granted under this Agreement. You agree that any analytics used in connection with the Platform, including the processing of any data or information on the Platform and any results therefrom, is intellectual property that belongs exclusively to GrowthFountain.

To the extent that you upload, input or otherwise provide any information, images, data or other content to the Platform, you agree that you are solely responsible for such content and you assume all risks associated with use of such content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your content to any regulatory body that may be required by applicable law. You are solely responsible for creating and maintaining your own backup copies of your content if you desire.

You hereby grant (and you represent and warrant that you have the right to grant) to GrowthFountain an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit the data, information, images, digital content or other communications that you upload, input or otherwise provide to the Platform.

If you directly or indirectly provide GrowthFountain with any feedback, suggestions, ideas or improvements regarding the Platform (“Feedback”), you hereby assign to GrowthFountain all rights in such Feedback and agree that GrowthFountain shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. You agree that you will not submit to GrowthFountain any information or ideas that you consider to be confidential or proprietary or that belong to a third-party to whom you owe an obligation of confidentiality.

In addition, to the extent you receive information from GrowthFountain, Issuers or other Investors with respect to any investment activity on the Platform, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer or Investor. You agree that GrowthFountain may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of GrowthFountain, its users, or the public.

Listing Limitations

Not all applications that are received by GrowthFountain will qualify to be listed on the Platform. GrowthFountain makes no promises or assurances whatsoever that any company that submits an application for consideration or that completes any portion of the campaign or Form C submissions will be listed on the Platform. GrowthFountain is committed to investor protection and may from time to time adopt internal policies designed to detect or reduce the risk of potential fraud. Based on these and other internal policies, GrowthFountain may determine it its sole and absolute discretion to reject a company for listing, to request additional information regarding a company seeking to be listed or to place a company submission on hold for any amount of time that GrowthFountain deems appropriate. GrowthFountain reserves the right to prioritize certain company submissions over others and to allow certain companies to list before others regardless of the order that submissions were received. By accessing the Platform, you agree and accept that any selection criteria or fraud prevention policies employed by GrowthFountain do not constitute investment advice, do not provide any warranty that fraud will be identified or detected and do not obligate GrowthFountain to take any action that is not required by law. GrowthFountain does not perform any form of comprehensive diligence on the companies that list on the Platform and you may not rely on the fact that a company has listed on the Platform in order to conclude that it has been vetted, approved or endorsed in any manner. GrowthFountain relies on the information submitted by companies seeking to be listed on the Platform and does not have the ability to verify all of the information submitted, so in using the Platform, you agree to release GrowthFountain from any claim that it had any form of duty to verify, investigate or otherwise confirm any information submitted by a company seeking to be listed on the Platform.

Third Party Content

The Platform may contain links to third-party services or display advertisements for third parties, and such third-party links and advertisements are not under the control of Company, and Company is not responsible for them. Company provides access to such third-party links and advertisements only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them. You use all such third-party links and advertisements at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any such third-party links and advertisements, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such third-party links and advertisements.

GrowthFountain does not control, endorse or investigate any third party content, and makes no representations or warranties of any kind regarding such third party content, including with respect to its accuracy or completeness. You acknowledge and agree that GrowthFountain is not responsible or liable in any manner for any third party content or your reliance thereupon.

You hereby release and forever discharge GrowthFountain (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, any interactions with, or act or omission of, other users of the Platform or any third party content, links or advertisements on the Platform.

Communication Channels

As a regulated funding portal, GrowthFountain is required to provide users with a communication channels. By agreeing to this document, GrowthFountain can not be held liable for the use of our communication channel with regards to personal comments, financial comments or advice, business insight or any misrepresentation of who they are, who they represent and what they can offer. You agree that any user or affiliates of said user may not use the communication channel to advertise, sell, distribute, request, or offer any services that are not provided on the Platform.

By accepting these Terms of Use, you expressly agree that when using a Channel, User shall not do or attempt any of the following: (a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others, (b) publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information (c) upload or attach files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer, (d) delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, or (e) falsify the origin or source of software or other material contained in a file that is uploaded.

Communications Decency Act (47 U.S.C. §230): Any comments made on the GrowthFountain communication channel shall not be construed as an endorsement, representation or publisher of said content. Moreover, by using GrowthFountain.com, you agree that GrowthFountain may not be held civilly liable for interactions between users that may be considered obscene, lewd, excessively violent, harassing or otherwise objectionable.

Electronic Communication Privacy Act Notice (18 U.S.C. §2701-2711): GrowthFountain makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Platform or any website linked to the Platform. GrowthFountain will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on GrowthFountain’s equipment, transmitted over networks accessed by the Platform, or otherwise connected with your use of the Platform.

Termination

GrowthFountain may terminate your access to all or any part of the Platform at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Electronic Delivery

By using the Platform, you acknowledge and consent to receive from GrowthFountain electronic communications including GrowthFountain newsletters, notices, agreements, legally required disclosures or other information (collectively, "Electronic Notices"). GrowthFountain may provide such Electronic Notices by posting them on the Platform. GrowthFountain reserves the right to determine how notices are communicated either on the Platform or communicated to you directly. If you would like to withdraw your consent to receive Electronic Notices, you must discontinue your use of the Platform.

By using the Platform, you acknowledge and consent to the taping or any form of recording of any communication, electronic or otherwise, between you and GrowthFountain or its representatives or agents. You acknowledge and consent to the recording, retention and use by GrowthFountain (and its employees, representatives and agents) of all information and data that you provide during your use of the Platform or during any communication with GrowthFountain.

Warranty Disclaimer

GrowthFountain has no special relationship with or fiduciary duty to you. You acknowledge that GrowthFountain has no control over, and no duty to take any action regarding: what content you access via the Platform; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release GrowthFountain from all liability for you having acquired content through the Platform. GrowthFountain makes no representations concerning any content contained in or accessed through the Platform, and GrowthFountain will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Platform.

GrowthFountain neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Platform.

THE PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE PROVIDED IN CONNECTION WITH ACCESS TO THE PLATFORM, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS PLATFORM AND RELATED SERVICES.

WE MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

GrowthFountain makes no representation or warranty, express or implied, with respect to any third party data provided to GrowthFountain or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. GrowthFountain will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by GrowthFountain or "force majeure" or any other cause beyond the control of GrowthFountain.

Electronic Communication Privacy Act Notice (18 USC 2701-2711): GrowthFountain makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Platform or any website linked to the Platform. GrowthFountain will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on GrowthFountain’s equipment, transmitted over networks accessed by the Platform, or otherwise connected with your use of the Platform.

Indemnification

You shall defend, indemnify, and hold harmless GrowthFountain, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Platform or otherwise from any violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. GrowthFountain reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with GrowthFountain in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL GROWTHFOUNTAIN, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE PLATFORM (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Under no circumstances shall GrowthFountain be held liable for any delay or failure in the Platform or information on the Platform directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of GrowthFountain, including, without limitation, internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, war, terrorism, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the Limitation of Liability section.

Governing Law; Arbitration and Class Action Waiver

This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and GrowthFountain, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof.

Where permitted under the applicable law, User agrees that it may bring claims against GrowthFountain only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed.

Additional Documentation

Please note that your application to participate in an offering on the Platform is subject to a separate agreement that will be provided to you upon application. You accept and understand that some of the services offered through the Platform may require the payment of fees and other amounts ("Charged Services"). These services are subject to separate agreements into which you must enter prior to participating in such service. GrowthFountain reserves the right to change its prices and at any time, subject to applicable law. You authorize GrowthFountain directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information as provided while signing up for such Charged Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you to GrowthFountain.

Integration and Severability

This Agreement is the entire agreement between you and GrowthFountain with respect to your use of terms of use of the Platform, and complements all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and GrowthFountain with respect to the Platform. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Assignment

GrowthFountain reserves the right to assign, transfer or delegate any of its rights and obligations under the Agreement without consent or restriction. You may not transfer any rights or licenses granted to you in this Agreement unless otherwise stated by written agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

Modification of Agreement

GrowthFountain reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Such modification shall become part of this Agreement and are automatically effective once posted on the Platform or by sending you an email. This Agreement may not be orally amended. GrowthFountain may also impose limits on certain features and services or restrict your access to parts or the entire Platform without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Platform following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

If you have any comments or questions about GrowthFountain's Terms and Conditions or would like to suggest improvements, please feel free to contact us at info@GrowthFountain.com or by mail at:

GrowthFountain LLC

75 Chambers Street, Suite 6

New York, NY 10007

PROMOTIONS AND CREDIT

We may, from time-to-time, run promotions on the Platform and these may take the form of bonus offers (whether real-money bonuses or some other form of incentive), prize draws, competitions, contests, or other form of promotion, or a combination of any of these (any such offer, a “Promotion”). Each Promotion may have terms that supplement the terms provided herein.

The period of time during which each Promotion will run (“Promotion Period”) will be stated in connection with each Promotion. For any “limited time” offer, GrowthFountain may, in its sole discretion, end the Promotion at any time. Where no Promotion Period is specified, the relevant Promotion will end when its listing is discontinued on the Platform. Each Promotion will automatically close at the end of the relevant Promotion Period, at which point GrowthFountain may prevent further participation in the Promotion.

For any Promotion limited to “new customers” or “new accounts”, then such Promotion may only be redeemed once per individual and each individual must not maintain or initiate more than one account on the Platform. GrowthFountain reserves the right to restrict participation in certain Promotions to individuals who fulfill specific selection criteria. Where a Promotion permits multiple participants, GrowthFountain reserves the right, in its sole discretion, to limit the number of participants.

Each Promotion is intended for the addressed recipient only and cannot be transferred. If you are not the intended recipient or within the intended category of recipient, then the offer is null and void. To be eligible to participate in any Promotion, you must have a valid account and have accepted these Terms of Use. We reserve the right to request further information from you if you wish to participate in certain Promotions. Residents of any jurisdiction where it is illegal to participate in a Promotion are hereby disqualified from participation.

For any credit that is offered in connection with a Promotion (a “Credit”), such Credit can only be applied to investment opportunities listed on the Platform. You will not have the ability to withdraw or receive in cash any Credit and you will forfeit the Credit if you do not use the Credit to make an investment within 90 days of receiving the Credit. GrowthFountain may from time to time reflect a Credit amount earned from one or more Promotions in your account listed on the Platform. GrowthFountain reserves the right to withdraw any Credit amount in your account upon the expiration of the Credit. You are solely responsible for the payment of any applicable tax in relation to a Credit or any value received in connection with a Promotion (including without limitation the cost of complying with any requirements of applicable local law).

For any Credit offered for “inviting a friend”, the amount of such Credit will post to your account after the friend you referred participates in their first closed transaction on the Platform. You will not be awarded any Credit for any cancelled or withdrawn investment from a referred friend or for your referred friend’s participation in any unsuccessful offering. Any individual affiliated with a company that is issuing or proposing to issue securities on the Platform is ineligible to earn any credit for referring people to the Platform.

GrowthFountain reserves the right to alter, discontinue or terminate any Promotion, or any aspect of it, at any time, with or without notice, for any reason whatsoever, including without limitation if there has been any printing, production, distribution or other error in any Promotion communication or on the Platform. If any Promotion cannot be executed as planned, including due to any technical problems or circumstances beyond GrowthFountain’s control, GrowthFountain shall incur no liability. GrowthFountain’s determination and decision on all matters will be final and binding.