Zanbato: Zanbato Securities LLC ATS Rulebook

By accessing and using the ATS, each Subscriber and Authorized User agrees to be bound by these Rules. If a Subscriber or Authorized User is unwilling to accept and comply with these Rules, such Subscriber or Authorized User shall immediately cease all use of the ATS and shall request that Zanbato disable such Person's Access Codes.
Subscriber agrees to be liable for any breach of these Rules and any misuse or unauthorized use of the ATS by any of its officers, directors, members, employees, agents, or Authorized Users.
Any decision by Zanbato with respect to the interpretation or application of these Rules shall be final and binding on all Subscribers and Authorized Users.
Zanbato may amend or repeal any Rule and/or adopt new Rules at any time. Any such amendment or repeal of a Rule or adoption of a new Rule, shall, upon the effective date of such amendment, repeal or adoption, as applicable, be binding on all Subscribers and Authorized Users, and unless otherwise required by Applicable Law, all Transactions entered into after such effective date. Zanbato will provide notice to each Subscriber and Authorized User of any material changes to this Rulebook prior to the effective date of such change, by publishing the change on Zanbato’s website, located at https://zanbato.com. Upon such notice, Subscriber may terminate its Subscriber Agreement, effective the date of such change, by providing prompt written notice to Zanbato.
During an Emergency, Zanbato may implement temporary emergency procedures and rules (“Emergency Rules”), subject to Applicable Law. Zanbato’s Chief Executive Officer or his/her designee shall have the authority to implement Emergency Rules with respect to such Emergency as he/she deems necessary or appropriate to respond to such Emergency, and Zanbato shall post such Emergency Rules on its website.
In the event of a conflict between any provision of this Rulebook and the terms of any other agreement between a Subscriber and Zanbato, this Rulebook shall prevail, unless expressly stated otherwise in such other agreement.

102 Zanbato Qualifications.

Zanbato shall at all times when it operates the ATS:

be a broker-dealer registered with the SEC under Section 15(b) of the Exchange Act, pursuant to the rules and regulations promulgated thereunder, and a member of FINRA; and
have Form ATS on file with the SEC.

103 Subscriber Qualifications.

Subscriber at all times when it is a Subscriber shall:

be a broker-dealer that is registered with the SEC and a member in good standing of FINRA, or, to the extent that the Subscriber is not required to register as a broker-dealer in the United States, an entity regulated by a comparable foreign regulator in its home jurisdiction, such as the U.K. Financial Conduct Authority, the Financial Services Agency of Japan, the French Autorité des Marches Financiers, the German Bundesanstalt far Finanzdienstleistungsaufsicht, the Ontario Securities Commission, the Italian Commissione Nazionale per le Societa e la Borsa, the Hong Kong Securities and Futures Commission or the Swiss Financial Markets Authority;
be organized in the United States or in another jurisdiction in which Zanbato is authorized to provide services; and
be in compliance with the Rulebook and Applicable Law in all material respects.

104 Access to the ATS.

Zanbato shall provide each Authorized User that it wishes to have Access Privileges with an Access Code. Each Authorized User shall keep its Access Code strictly confidential. Each Access Code may only be used by the Person to whom it was assigned. If an Authorized User’s Access Code is lost, stolen or compromised, Subscriber shall be responsible for notifying Zanbato of the same, and Zanbato shall cancel any such lost, stolen or compromised Access Code as soon as practicable after receipt of such notice.
Subscribers that are not registered as a broker-dealer in the U.S. are not permitted to facilitate the use of the ATS by U.S. persons other than as permitted under the safe harbor from registration for foreign broker-dealers under Rule 15s-6 of the Exchange Act.
A Subscriber shall remain responsible for any actions taken using an Authorized User’s Access Code until such Access Code is cancelled.
Subscribers shall adopt, implement and enforce control procedures that, at a minimum: (i) prevent unauthorized access to, use or misuse of the ATS and (ii) limit access to the Software to Authorized Users with Access Codes. Subscribers shall be solely responsible for any breach or failure of their control procedures and may not rely on control procedures implemented by Zanbato.
Subscribers and Authorized Users shall not knowingly introduce or permit the introduction of any Viruses or other software routines or hardware components designed to permit unauthorized access or to disable, erase or otherwise harm the ATS.
Each Subscriber is solely responsible for ensuring the security of its connection to the ATS and is solely responsible for any Losses arising out of errors made by, or the failure of, or delays caused by, Subscriber’s or its Authorized Users’ software, hardware or equipment.
Access Codes are non-transferable, non-assignable and may not be sold or leased.

105 Suspension, Limitation or Termination of Access Privileges.

Zanbato may suspend or limit a Subscriber’s or any Authorized User’s Access Privileges at any time, without notice for any reason or no reason.
Zanbato may terminate a Subscriber Agreement or an Authorized User’s Access Privileges for any reason or no reason upon at least thirty (30) days’ prior written notice to Subscriber specifying the date of termination.
Zanbato may terminate a Subscriber Agreement or an Authorized User’s Access Privileges, effectively immediately (i) upon a Subscriber’s or Authorized User’s breach of any Rule; (ii) upon the occurrence of any event that would prevent Zanbato from facilitating Transactions on the ATS, including, without limitation, any loss or potential loss of regulatory authorization or license, or any change in Applicable Law; or (iii) if Zanbato determines, in its sole discretion, that the security or normal operation of any part of the systems or services of the ATS (or services, equipment, or facilities used to support such systems or services), has been compromised and cannot be promptly cured.
The termination of a Subscriber Agreement or an Authorized User’s Access Privileges shall not relieve Subscriber or such Authorized User of its obligations (i) arising from or relating to its use of the ATS prior to such termination, (ii) in connection with any accepted Firm Orders, (iii) in connection with any Transaction, or (iv) to pay any fees, costs, commissions, or charges incurred prior to such termination.
Subscriber’s and each Authorized User’s obligations pursuant to Chapters 4, 5, and 6 of this Rulebook shall survive the termination of Subscriber’s or an Authorized User’s Access Privileges.

106 ATS Order Types.

Firm Order.
1. A “Firm Order” is a firm order that is entered by a Subscriber on behalf of itself or its Customer and represents Subscriber’s or its Customer’s (as applicable) firm offer to enter into a Transaction on the terms of the Firm Order (or substantially similar terms).
2. Each Firm Order shall specify the following information with respect to the potential Transaction:
  - “Buy” or “Sell”
  - Name of issuer of securities
  - Amount:
    - Number of shares, if equity
    - Face amount, if debt securities
  - Price: Expressed in dollars
  - Time in Force:
    - Good ‘til cancelled
    - Good until [specify date]
  - Market Display:
    - ZX Lit
    - ZX Dark
3. Shall be signed by Subscriber or Customer, as applicable, on its own behalf, agreeing to be bound by the terms of the Firm Order, if such terms are accepted by a counterparty, and to the ATS Services Fee, in the event of a Default. Signed Firm Orders must be reviewed and approved by Subscriber (through an Authorized User) and Zanbato prior to display of such Firm Order on the ATS.
4. For the avoidance of doubt, Firm Orders are indications of interest for purposes of SEC Rule 15c2-11.
Indication.
1. An “Indication” is an is an expression of interest entered by a Subscriber, on behalf of itself or its Customer, that indicates Subscriber’s or Customer’s (as applicable) interest in negotiating with a counterparty to enter into a Transaction on the proposed terms of the Indication (or substantially similar terms).
2. Each Indication shall specify the following information with respect to the potential Transaction:
  - “Buy” or “Sell”
  - Name of issuer of securities
  - Amount:
    - Number of shares, if equity
    - Face amount, if debt securities
  - Price: Expressed in dollars
  - Time in Force:
    - Good ‘til cancelled
    - Good until [specify date]
  - Market Display:
    - ZX Lit
    - ZX Dark
3. Indications must be reviewed and approved by Subscriber (through an Authorized User) prior to display of such Indication to the ATS.
In-Touch-With.
1. An “In-Touch-With” is an expression of interest entered by a Subscriber, on behalf of itself or its Customer, that indicates Subscriber’s or Customer’s (as applicable) interest in discussing the potential of a market opportunity (make it/take it).
2. Each In-Touch-With ticket shall specify the following information with respect to the potential Transaction:
  - “Buy” or “Sell”
  - Name of issuer of securities
  - Market Display:
    - ZX Lit
    - ZX Dark
3. In-Touch-With tickets must be reviewed and approved by Subscriber (through an Authorized User) prior to display of such In-Touch-With ticket to the ATS.

107 Fees and Commissions.

Subscription Fee. In connection with its access to the ATS, Subscriber shall pay Zanbato the annual subscription fee for each Authorized User set forth in the Subscriber Agreement.
Zanbato Commission. With respect to each Transaction effected through the ATS, Subscriber shall pay Zanbato the commission set forth in the Agency Agreement.
ATS Services Fee.
1. If Subscriber submits a Firm Order on behalf of its Customer on the ATS, the terms of which are accepted by a counterparty (the "Counterparty"), and the Firm Order is subsequently withdrawn, or the Transaction is not otherwise consummated due to any action or inaction of the Customer (including, but not limited to, failure to execute a definitive transaction agreement within two weeks of receipt) (a “Default,” and such Customer, a “Defaulting Customer”), Subscriber shall require the Defaulting Customer to pay a fee to Subscriber equal to ten percent (10%) of the notional value of the Transaction listed in the Firm Order (i.e., Price Per Share/Unit x Quantity) (the “ATS Services Fee”).
2. Subscriber shall use commercially reasonable efforts to collect the ATS Services Fee from a Defaulting Customer, unless payment is waived by Zanbato in its sole discretion as the ATS operator.
3. Subscriber agrees to divide any portion of the ATS Services Fee received from a Defaulting Customer as follows: (i) fifty percent (50%) to the Counterparty; (ii) twenty-five percent (25%) to the Counterparty’s broker (the “Counterparty Broker ATS Services Fee”); and (iii) twenty-five percent (25%) to be retained by Subscriber (the “Retained ATS Services Fee”).
4. Subscriber agrees to pay to Zanbato the Applicable Percentage of the Retained ATS Services Fee or the Counterparty Broker ATS Services Fee (as applicable).
5. If Subscriber submits a Firm Order on behalf of itself on the ATS which terms are accepted by a Counterparty, and the Firm Order is subsequently withdrawn, or the Transaction is not otherwise consummated due to any action or inaction of the Subscriber (including, but not limited to, failure to execute a definitive transaction agreement within two weeks of receipt), the Subscriber shall pay the ATS Services Fee to Zanbato.
All fees and other amounts payable by Subscriber are exclusive of taxes and similar assessments. Without limiting the foregoing, Subscriber is responsible for the payment of any sales, use, goods and services, value added, transfer, property and other taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental or Regulatory Authority on any amounts payable by Subscriber in connection with Subscriber’s use of the ATS and initiation of Transactions, excluding any taxes imposed on the net income of Zanbato.

CHAPTER 2
BUSINESS CONDUCT OF SUBSCRIBERS AND
AUTHORIZED USERS ON THE ATS

201 Business Conduct of Subscribers and Authorized Users.

In connection with its use of the ATS and with respect to each Transaction effected through the ATS, each Subscriber and Authorized User shall:

observe high standards of fair dealing and just and equitable principles of trade;
not manipulate or attempt to manipulate the market;
not circumvent another Subscriber on any Transaction, including contacting another Subscriber’s Customer with respect to a Ticket submitted by that other Subscriber, without the permission of the other Subscriber;
not knowingly enter, or cause to be entered, Indications or Firm Orders onto the ATS other than in good faith for the purpose of executing bona fide Transactions and to convey accurate and complete information regarding such Indications and Firm Orders;
not make any fraudulent or misleading communications, or knowing misstatement of a material fact or engage in any fraudulent act or any scheme to defraud, deceive, trick or mislead;
cooperate promptly and fully with Zanbato in any investigation or inquiry by Zanbato with respect to Subscriber’s use of the ATS and any Transaction effected through the ATS; and
provide to Zanbato such information as Zanbato may reasonably request in order for Zanbato to (i) satisfy Zanbato’s obligation to conduct a reasonable inquiry under Section 4(a)(3) of the Securities Act, Section 4(a)(4) of the Securities Act and/or any other applicable Resale Exemptions; (ii) conduct due diligence on a Customer including, but not limited to, customer identification information reasonably necessary to perform due diligence for anti-money laundering purposes; and (iii) comply with any other regulatory or compliance obligations applicable to Zanbato.

202 Mutual Obligations of Zanbato and Subscriber.

In connection with each Transaction effected through the ATS, each of Zanbato and Subscriber shall:

conduct each Transaction in reliance upon one or more applicable federal and state Resale Exemptions;
not have taken and shall not take any action that would cause, or could reasonably be construed to cause, the applicable Resale Exemptions to be unavailable with respect to the Transaction;
have a reasonable belief that each party to a Transaction is (i) an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act or (ii) a “qualified institutional buyer,” as defined in Rule 144A of the Securities Act;
not be subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act or a “statutory disqualification” described in Section 3(a)(39) of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3), nor shall or any of Zanbato's or Subscriber’s predecessors or affiliates, or their respective directors, general partners, managing members, executive officers, or other officers expected to participate in the Transaction (each, a “Covered Person” and, together, “Covered Persons”) be subject to a Disqualification Event. Each of Zanbato and Subscriber shall have exercised reasonable care to determine whether any of its Covered Persons is subject to a Disqualification Event; and
promptly notify the other Party in writing if at any time prior to the completion of the Transaction it becomes aware of (i) any Disqualification Event relating to any Covered Person, or (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Covered Person.

203 License Restrictions.

Each Subscriber and Authorized User shall not at any time, directly or indirectly:

use the ATS or the Software for any purposes other than in connection with the execution of Transactions;
copy any portion of the ATS or the Software;
resell or otherwise distribute Subscriber’s Access Code;
reverse engineer, decompile, disassemble or otherwise attempt to discern the source code, algorithms, software design or architecture of the ATS or the Software in whole or in part;
modify, adapt, translate or reproduce the ATS or the Software, merge any part of the ATS or the Software with or into other software, or create derivative works based upon the ATS or the Software;
use the ATS or the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of any Person, or that violates Applicable Law;
use the ATS or the Software other than for viewing Transaction information, placing Indications and Firm Orders and initiating Transactions through the ATS or in any manner or for any purpose or application not expressly permitted by this Rulebook;
use the ATS or the Software for purpose of benchmarking or competitive analysis of the Software, developing, using or providing a competing software product or service; or any other purpose that is to Zanbato’s detriment or commercial disadvantage; or
take or authorize any action that could detrimentally interfere with the operation of the ATS.

204 Extension or Waiver of Rules.

Zanbato may, in its sole discretion, waive, or extend the time period for performing, any act or acts designated by these Rules, but only to the extent such waiver or extension is not inconsistent with Applicable Law.

CHAPTER 3
ATS OPERATIONS

301 Operation; Equipment; Specifications and Support.

Zanbato shall:

provide technical specifications to permit Subscriber to connect its information technology systems to the ATS; and
provide commercially reasonable technical support to Subscriber with respect to the ATS. Subscriber shall at its own cost and expense, provide all equipment, operating platforms, telecommunications services and software (other than any software provided by Zanbato) to use the ATS, in accordance with minimum standards set out in technical specifications provided by Zanbato.

302 Modifications to ATS.

Zanbato shall have sole discretion and control over, and the right to modify at any time, the functionality, configuration, appearance and content of the ATS, including without limitation: (i) the selection of transactions generally available on the ATS; (ii) the parameters and protocols by which Indications and Firm Orders are placed or otherwise processed by the ATS; and (iii) the availability of the ATS with respect to particular transactions at any particular times or locations.
If a modification would require that a Subscriber institute technological, operational or systems changes, Zanbato shall to the extent practicable, provide notice to Subscribers prior to implementing such modification.

303 ATS Malfunctions and Errors.

If a Subscriber or Authorized User believes that an Indication or Firm Order was incorrectly displayed on the ATS, the Subscriber or Authorized User may request review of the Indication or Firm Order. If Zanbato determines, based on its review of its records, that an error occurred, the Indication or Firm Order information shall be corrected promptly by Zanbato. A decision by Zanbato to modify an Indication or Firm Order will be made as soon as practicable, and Zanbato shall notify the applicable Subscriber and Authorized User of any such decision. Any such decision shall be final and non-appealable.

CHAPTER 4
CONFIDENTIALITY

401 Confidential Information and User Data.

Subscriber and each Authorized User shall maintain Zanbato Confidential Information in confidence and not disclose such information to third parties or use Zanbato Confidential Information for any purpose whatsoever other than in connection with effecting Transactions on the ATS.
Zanbato and its Affiliates shall maintain Subscriber Confidential Information in confidence and not disclose such information to third parties or use Subscriber Confidential Information for any purpose whatsoever other than in connection with Zanbato’s operation of the ATS.
Subscriber grants Zanbato and its Affiliates a non-exclusive, perpetual, transferable, irrevocable, world-wide and royalty-free license (without warranties of any kind, express or implied) to: (i) use Subscriber’s User Data and the User Data of Subscriber’s Customers in any manner, medium and jurisdiction for the benefit of Zanbato and/or its Affiliates, including but not limited to in connection with Zanbato’s operation of the ATS, subject to the limitations set forth in Zanbato’s privacy policy located at https://zanbato.com; and (ii) disclose Subscriber’s User Data and the User Data of Subscriber’s Customers in any manner, medium and jurisdiction, in connection with Zanbato’s operation of the ATS or otherwise on an aggregated or anonymized basis. Except as permitted by Rule 401 and Rule 402, Zanbato and its Affiliates shall maintain User Data in confidence and not disclose User Data to third parties.

402 Exceptions.

The confidentiality obligations in Rule 104 shall not apply to Zanbato Confidential Information, Subscriber Confidential Information or User Data that: (i) is or becomes publicly available other than by reason of disclosure by the receiving party in violation of its confidentiality obligations contained herein; (ii) was within the receiving party’s possession prior to it being furnished by the disclosing party; (iii) becomes available to the receiving party from a source not known or reasonably believed by the receiving party to be in breach of an obligation of confidentiality to the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information; or (v) is requested or required to be disclosed by Applicable Law or in connection with any Legal Process.

403 Zanbato Intellectual Property.

Zanbato does and shall continue to own and retain all right, title and interest in and to the Zanbato Intellectual Property.
Zanbato Intellectual Property is the exclusive, valuable and confidential property of Zanbato.
Neither Subscriber nor any Authorized User shall directly or indirectly, reverse engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, create derivative works based on or otherwise modify, in any manner, all or any part of the Zanbato Intellectual Property.

CHAPTER 5
LIMITATION OF LIABILITY; NO WARRANTIES; INDEMNIFICATION

501 Limitation of Liability.

NEITHER ZANBATO, NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, EQUITYHOLDERS, AGENTS, CONSULTANTS OR SERVICE PROVIDERS (EACH A “COVERED PARTY”), SHALL BE LIABLE TO ANY PERSON FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH:
1. ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION, SUSPENSION, ERROR, INACCURACY, INTERRUPTION, TERMINATION, OR ANY OTHER EVENT IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION, MAINTENANCE, USE OF OR INABILITY TO USE, OR THE UNINTENDED AND UNFORESEEN RESULTS OBTAINED BY ANY PERSON RESULTING FROM SUCH USE, ALL OR ANY PART OF ANY OF THE SYSTEMS AND SERVICES OF ZANBATO, OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS AND SERVICES, INCLUDING, WITHOUT LIMITATION, (a) ELECTRONIC INDICATION OR ORDER ENTRY AND DELIVERY, ELECTRONIC COMMUNICATION OF TRANSACTION RELATED DATA OR INFORMATION, WORKSTATIONS USED BY SUBSCRIBERS, AUTHORIZED USERS OR CUSTOMERS, AND ANY AND ALL TERMINALS, COMMUNICATIONS NETWORKS, CENTRAL COMPUTERS, SOFTWARE, HARDWARE AND FIRMWARE RELATING THERETO; OR (b) CAUSED BY ANY THIRD PARTIES INCLUDING, BUT NOT LIMITED TO, SOFTWARE VENDORS, AND CLOUD AND NETWORK PROVIDERS; OR
2. THE FAILURE OF ANY CONNECTION OR COMMUNICATION SERVICE TO PROVIDE OR MAINTAIN ACCESS TO THE ATS, OR FOR ANY INTERRUPTION OR DISRUPTION OF ACCESS TO THE ATS; OR
3. ANY ERRORS OR INACCURACIES IN INFORMATION PROVIDED BY ZANBATO OR ANY AFFILIATE OR THEIR RESPECTIVE REPRESENTATIVES OR AGENTS, OR ANY OF ZANBATO’S SYSTEMS, SERVICES OR FACILITIES; OR
4. ANY FAILURE OF ANY SUBSCRIBER, AUTHORIZED USER OR CUSTOMER TO PERFORM ITS OBLIGATIONS WITH RESPECT TO ANY TRANSACTION; OR
5. ANY FAILURE TO MAINTAIN THE ATS OR TO SUPPLY ANY CORRECTIONS, UPDATES OR RELEASES IN CONNECTION THEREWITH; OR
6. ANY ALTERATION, UNAUTHORIZED ACCESS TO OR UNAUTHORIZED USE OF ANY OF ZANBATO’S SYSTEMS, SERVICES, EQUIPMENT OR FACILITIES BY ANY PERSON.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER A CLAIM IS BASED ON BREACH OF CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, NEGLIGENT MISREPRESENTATION, RESTITUTION, BREACH OF STATUTORY DUTY, BREACH OF WARRANTY OR OTHERWISE AND WHETHER THE CLAIM IS BROUGHT DIRECTLY OR AS A THIRD-PARTY CLAIM.
NOTWITHSTANDING THE FOREGOING, ZANBATO MAY ASSUME RESPONSIBILITY FOR DIRECT, OUT-OF-POCKET LOSSES DIRECTLY CAUSED BY THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT OF A COVERED PARTY. EXCLUDING ZANBATO’S INDEMNIFICATION OBLIGATIONS, ZANBATO’S TOTAL COMBINED AGGREGATE LIABILITIES TO ANY PERSON AND SUCH PERSON’S OWNERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND OTHER REPRESENTATIVES, AND THEIR RESPECTIVE AFFILIATES, SHALL NOT IN SUCH CIRCUMSTANCES EXCEED U.S. $10,000.
Under no circumstances shall Zanbato be liable for any indirect, special, incidental, consequential, exemplary loss or punitive damages of any kind, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties or otherwise, including, without limitation, any loss of revenue, loss of actual or anticipated profits, trading losses, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of market share, loss of goodwill, loss of reputation or loss of, damage to or corruption of data, cost of substitute products or cost of capital, loss of opportunity or loss of use however suffered or incurred, regardless of whether Zanbato has been advised of the possibility of such damages or whether such damages otherwise could have been foreseen or prevented.

502 Disclaimer of Representations and Warranties.

EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ZANBATO DISCLAIMS, OVERRIDES AND EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE AS TO MERCHANTABILITY, SATISFACTORY QUALITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, PERFORMANCE, PRICING, CONTINUED AVAILABILITY, TITLE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRANSACTION USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ALL OTHER WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE ATS, SYSTEMS AND SERVICES PROVIDED BY ZANBATO, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY ZANBATO OR ANY OTHER COVERED PARTY OR OTHERWISE, OR AS TO THE PARTICIPATION IN THE ATS BY SUBSCRIBERS, AUTHORIZED USERS OR CUSTOMERS.
ZANBATO MAKES, AND EACH SUBSCRIBER AND AUTHORIZED USER ACKNOWLEDGES AND AGREES THAT ZANBATO MAKES, NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT THE ATS WILL MEET SUCH PERSON’S REQUIREMENTS, BE ERROR FREE, OR OPERATE WITHOUT INTERRUPTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ZANBATO, ANY AFFILIATE, OR OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS SHALL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF ZANBATO’S OBLIGATIONS HEREUNDER.
EACH SUBSCRIBER AND AUTHORIZED USER ACKNOWLEDGES AND AGREES THAT (I) THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET OR ANY OTHER ELECTRONIC COMMUNICATIONS NETWORK MAY NOT BE SECURE, RELIABLE OR TIMELY, AND THE LATENCY INHERENT IN INTERNET OR OTHER NETWORKS EVEN DURING NORMAL OPERATION MAY RESULT IN INDICATIONS OR ORDERS BEING POSTED AT A TIME WHEN THE MARKET LEVELS MAY HAVE CHANGED FROM THE TIME WHEN THE INDICATION OR ORDER WAS ORIGINALLY SUBMITTED BY A SUBSCRIBER OR AUTHORIZED USER, AND (II) ZANBATO MAKES NO WARRANTY REGARDING, AND SHALL NOT BE RESPONSIBLE TO ANY PERSON FOR (A) ANY LOSS, CORRUPTION, MODIFICATION, SECURITY BREACH OR TRANSMISSION OR PERFORMANCE INTERRUPTIONS OR DELAYS RELATING TO ANY INFORMATION, OR (B) ANY PERSON’S CONTINUED ACCESS TO AND USE OF THE ATS OR ANY PORTION THEREOF.
ZANBATO IS NOT SOLICITING ANY ACTION BASED UPON ACCESS TO OR USE OF THE ATS. EACH SUBSCRIBER AND AUTHORIZED USER IS SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY, QUALITY, COMPLETENESS AND ADEQUACY OF INFORMATION ON THE ATS AND THE RESULTANT OUTPUT THEREOF.

503 Indemnification.

Zanbato’s Indemnification Obligations.
1. NOTWITHSTANDING ANY OTHER PROVISION OF THESE RULES, ZANBATO SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SUBSCRIBER AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, INCLUDING SUBSCRIBER'S AUTHORIZED USERS (EACH, A “SUBSCRIBER INDEMNITEE”) AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES AND EXPENSES AND COURT COSTS (COLLECTIVELY, “LOSSES”) TO THE EXTENT SUCH LOSSES ARISE DIRECTLY FROM ANY CLAIM, PROCEEDING, OR CAUSE OF ACTION INITIATED BY A THIRD PARTY (EACH, A “THIRD-PARTY CLAIM”) ALLEGING THAT ANY ZANBATO INTELLECTUAL PROPERTY INFRINGES OR OTHERWISE VIOLATES ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON; PROVIDED THAT ZANBATO SHALL NOT HAVE ANY OBLIGATION UNDER THIS SENTENCE TO THE EXTENT THE ALLEGED VIOLATION RESULTS FROM (I) ANY MODIFICATION OF ANY ZANBATO INTELLECTUAL PROPERTY BY OR ON BEHALF OF SUBSCRIBER INDEMNITEE NOT APPROVED IN WRITING BY AN AUTHORIZED OFFICER OF ZANBATO; (II) ANY COMBINATION OF ANY ZANBATO INTELLECTUAL PROPERTY WITH ANY DATA, INFORMATION OR MATERIALS NOT PROVIDED BY OR ON BEHALF OF ZANBATO; OR (III) ANY MISUSE OR UNAUTHORIZED USE OF ANY ZANBATO INTELLECTUAL PROPERTY.
2. EACH SUBSCRIBER INDEMNITEE SHALL GRANT TO ZANBATO THE SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OR OTHER COMPROMISE OF THE THIRD-PARTY CLAIM AND NOTIFY ZANBATO IN WRITING OF ANY SUCH THIRD-PARTY CLAIM WITHIN THIRTY DAYS FOLLOWING SUCH SUBSCRIBER INDEMNITEE BECOMING AWARE OF SUCH THIRD-PARTY CLAIM. ZANBATO SHALL NOT NEGOTIATE A COMPROMISE OR SETTLEMENT OF ANY THIRD-PARTY CLAIM WITH RESPECT TO A SUBSCRIBER INDEMNITEE WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH SUBSCRIBER INDEMNITEE (SUCH CONSENT NOT TO BE UNREASONABLY DELAYED OR WITHHELD) UNLESS SUCH COMPROMISE OR SETTLEMENT INCLUDES AN UNCONDITIONAL RELEASE OF SUCH SUBSCRIBER INDEMNITEE FROM ALL LIABILITY ARISING OUT OF SUCH THIRD-PARTY CLAIM AND DOES NOT CONTAIN AN ADMISSION OF WRONGDOING OR LIABILITY ON BEHALF OF SUCH SUBSCRIBER INDEMNITEE.
Subscriber’s Indemnification Obligations.
1. EACH SUBSCRIBER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS ZANBATO AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, EQUITYHOLDERS, AND AGENTS (EACH, A “ZANBATO INDEMNITEE”) FROM AND AGAINST ALL LOSSES ARISING OUT OF OR RELATING TO (I) SUBSCRIBER’S USE OF THE ATS; (II) ANY TRANSACTION EFFECTED THROUGH THE ATS; OR (III) SUBSCRIBER’S VIOLATION OF APPLICABLE LAW; PROVIDED, IN EACH CASE, THAT SUCH LOSSES DO NOT RESULT FROM A ZANBATO INDEMNITEE’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

CHAPTER 6
MISCELLANEOUS

601 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles.

602 Dispute Resolution.

This Rulebook contains a pre-dispute arbitration clause. By signing or otherwise agreeing to this Rulebook, Subscriber and each Authorized User agrees as follows:
- All parties to this Rulebook are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
- Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
- The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
- The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
- The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
- The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
- The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.
Any dispute arising out of or relating to this Rulebook, or any alleged breach thereof, shall be settled by binding and non-appealable arbitration to be administered by the FINRA dispute resolution process in New York, New York, in accordance with its rules then in effect, and judgment upon the award may be entered in any court having jurisdiction over the Parties in the state or federal courts of New York, and the Parties hereby consent to personal jurisdiction and the exclusive venue of such courts.
Any breach or threatened breach by a Subscriber or Authorized User of any of its obligations under Chapter 4 (Confidentiality) would cause Zanbato irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Zanbato will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction without the posting of any bond or security, in addition to any other rights or remedies that may be available to Zanbato at law or in equity.

603 Signatures.

Rather than rely on an original signature, Subscriber and Zanbato may elect to rely on a signature that is transmitted, recorded or stored by any electronic, optical, or similar means (including but not limited to telecopy, imaging, photocopying, electronic mail, or electronic data interchange) as if it were (and the signature shall be considered and have the same effect as) a valid and binding original.

604 Notices.

Any notices required by this Rulebook may be transmitted by electronic mail or posted on Zanbato’s website. Zanbato will provide electronic mail notification to Subscribers alerting them of postings on its website. Notices provided to a Subscriber shall be deemed to have been provided to Subscriber’s Authorized Users.

605 Force Majeure.

Notwithstanding any other provision of the Rules, Zanbato shall not be liable for any failure or delay in the performance of any of its obligations or obligated to compensate any Person for Losses occasioned by any delay or failure of performance, to the extent such delay or failure is due to causes beyond Zanbato's reasonable control (as determined by Zanbato in its sole discretion), including but not limited to the following events (each, a “Force Majeure Event”): industrial disputes of any nature, work stoppages, civil disobedience, riots, rebellions, accidents, explosions, acts of God, bomb threats, war, acts of a public enemy, embargo or other action of a Regulatory Authority, interruptions or imperfections of telecommunications, electrical failures, sabotage, terrorism, pestilence, lightning or electromagnetic disturbances, brown-outs or black-outs, earthquakes, storms, floods, fires or other casualty, or the imposition of any new Applicable Law or the change of any Applicable Law (including the manner in which such laws are applied). In the event of a Force Majeure Event, Zanbato shall give notice to Subscribers, and Zanbato shall take commercially reasonable measures in order to mitigate the impact of such Force Majeure Event.

CHAPTER 7
DEFINITIONS

701 Definitions

Unless otherwise specifically provided in the Rules or the context otherwise requires, the terms defined in this Chapter 7 have the meanings specified herein for all purposes of the Rules.

“Access Code” means the unique password or other identifier that is assigned by Zanbato to each Subscriber and Authorized User.

“Access Privileges” means the right granted to a Subscriber or Authorized User to access the ATS (through direct access to all or part of the Software) pursuant to the Rules.

“Affiliate” means a Person who, directly or indirectly, controls, is controlled by, or is under common control with, such other Person.

“Agency Agreement” means the Private Resale Agency Agreement between Subscriber and Zanbato, or any other agreement between Subscriber and Zanbato pertaining to commissions payable with respect to Transactions facilitated through the ATS.

“Applicable Percentage” means the percentage of the Subscriber’s commissions with respect to Transactions facilitated through the ATS that is payable to Zanbato, as set forth in the Agency Agreement.

“Applicable Law” means, with respect to any Person, any statute, law, regulation, rule or ordinance of any Regulatory Authority applicable to such Person, including the Exchange Act, the Securities Act, SEC Regulations and guidance thereunder, the FINRA Rules, and, to the extent applicable to such Person, similar foreign laws or regulations.

“ATS” means Zanbato’s electronic alternative trading system.

“ATS Services Fee” has the meaning set forth in Rule 107(c).

“Authorized Jurisdiction” means the United States and such other jurisdictions in which Zanbato may be authorized by Applicable Law to provide services from time to time.

“Authorized User” means a registered representative of Subscriber who has Access Privileges and any other Person who is granted Access Privileges.

“Chief Executive Officer” means Zanbato’s chief executive officer or his/her designee.

“Confidential Information” means any confidential, non-public or proprietary information.

“Control” means (i) the ownership, directly or indirectly, of fifty percent (50%) or more of the voting equity share capital of a specific Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling”, “Controls” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person of which it owns, directly or indirectly, a majority of the ownership or voting interests.

“Counterparty” has the meaning set forth in Rule 107(c).

“Counterparty Broker ATS Services Fee” has the meaning set forth in Rule 107(c).

“Covered Party” has the meaning set forth in Rule 501.

“Covered Person” has the meaning set forth in Rule 202.

“Customer” means a customer of a Subscriber (or such customer’s delegee) that causes Subscriber to submit, respond to, or enter into a Ticket on the ATS through Subscriber or an Authorized User.

“Default” has the meaning set forth in Rule 107(c).

“Defaulting Customer” has the meaning set forth in Rule 107(c).

“Disqualification Event” has the meaning set forth in Rule 202.

“Emergency” means any occurrence or circumstance which threatens or may threaten such matters as the posting of Indications or Firm Orders or the execution of orders on the ATS, and that, in the opinion of the Chief Executive Officer or his/her designee, requires immediate action, including: any manipulative or attempted manipulative activity; any circumstances that may materially affect the posting of data on the ATS or the closing of a Transaction, including , but not limited to, the bankruptcy or insolvency of any Subscriber, Authorized User or Customer; and any other circumstance which may have a severe, adverse effect upon the functioning of Zanbato or the ATS.

“Emergency Rules” has the meaning set forth in Rule 101.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“FINRA Rules” means the rules adopted by FINRA or its predecessor, the National Association of Securities Dealers, Inc., and approved by the SEC, as in effect at any given time.

“Firm Order” has the meaning set forth in Rule 106(a).

“Force Majeure Event” has the meaning set forth in Rule 604.

“Indication” has the meaning set forth in Rule 106(b).

“In-Touch-With” has the meaning set forth in Rule 106(c).

“Intellectual Property Rights” means all title, interests and other proprietary rights in and to: (i) trademarks, service marks, brand names, certification marks, trade dress, trade names and other indications of origin, and the goodwill associated with the foregoing; (ii) inventions, discoveries and ideas, whether or not capable of protection by patent or registration; (iii) patents and all reissues, divisions, continuations-in-part, renewals and extensions thereof; (iv) trade secrets; (v) writings and other works, whether or not protectable by copyright or other law; (vi) copyrights, data or database rights, or mask works; (vii) know-how, research and development data, manufacturing methods, commercial information, technical information, design rights, processes, practices and systems, whether or not protectable by patent, copyright, trade secret or other law; (viii) moral rights and (ix) any other intellectual property or similar proprietary rights or interests which may exist in any jurisdiction, in each case, including all registrations thereof, applications therefor and renewals, modifications, translations and extensions thereof, in any jurisdiction, and any claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing.

“Legal Process” shall mean any legal, judicial, administrative, or regulatory process or proceeding, or by regulatory authority having jurisdiction over the receiving party or any of its affiliates; provided that the receiving party provides advance notice of the impending disclosure (to the extent practicable, legally advisable and permitted by law or the rules governing the process requiring such disclosure), to enable the disclosing party, at the disclosing party’s sole expense, to seek a protective order or otherwise prevent such disclosure.

“Losses” has the meaning set forth in Rule 503.

“Person” means any individual, partnership, corporation, association, trust, limited liability company, joint venture, unincorporated organization or other entity.

“Regulatory Authority” means any domestic or foreign government (or political subdivision), governmental or regulatory authority, agency, court, commission or other governmental or regulatory entity (including any self-regulatory authority or Self-Regulatory Organization) with authority or jurisdiction over the trading of, or Persons engaged in the trading of securities or other financial instruments.

“Resale Exemptions” means Section 4(a)(1) or Section 4(a)(7) of the Securities Act, Rule 144 or Rule 144A under the Securities Act, or the “Section 4(a)(1 ½) exemption,” as developed through case law and interpretation and any applicable state resale exemptions.

“Retained ATS Services Fee”has the meaning set forth in Rule 107(c).

“Rule” means any Rule adopted or amended, from time to time, by Zanbato related to or in respect of Transactions or the operation of the business conducted on the ATS or otherwise pursuant to these Rules.

“Rulebook” means the Zanbato Securities LLC ATS Rulebook, as amended from time to time.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Regulations” means the rules, regulations and orders promulgated by the SEC and in effect at any given time.

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

“Self-Regulatory Organization” has the meaning given that term in Section 3(a)(26) of the Exchange Act.

“Software” means the executable, object code version of the ATS made available to Subscribers and Authorized Users pursuant to the Subscriber Agreement.

“Subscriber” means an entity that has entered into a Subscriber Agreement with Zanbato. Each Rule applicable to a Subscriber shall also apply to such Subscriber’s Authorized Users, officers, directors, employees, members, and agents.

“Subscriber Agreement” means the agreement entered into between a Subscriber and Zanbato relating to such Subscriber’s access to and use of the ATS.

“Subscriber Confidential Information” means the names of Subscriber’s Customers.

“Subscriber Indemnitee” has the meaning set forth in Rule 503.

“Third Party Claim” has the meaning set forth in Rule 503.

“Ticket” means a Firm Order, Indication, In-Touch-With, or any other order type subsequently introduced on the ATS.

“Transaction” means a potential unregistered resale of securities of a privately held company, which Subscriber or Customer and counterparty may consummate from time to time through the ATS.

“User Data” means any and all information reflecting the access and/or use of the ATS by or on behalf of any Subscriber, Authorized User, or Customer, including but not limited to information and data regarding Tickets submitted to the ATS and Transactions solicited or effected through the ATS.

“Viruses” means computer viruses, worms, bombs, Trojan horses, trap/back doors, stop codes, protect codes, morphic code, time releasing, tunneling or other harmful, malicious or destructive codes.

“Zanbato” means Zanbato Securities LLC, or any successor thereto.

“Zanbato Confidential Information” means any confidential, non-public or proprietary information, content or data concerning any aspect of the business or affairs of Zanbato or the ATS, or contained in, displayed on, generated by, derived from, received through, or related to the ATS, including Zanbato Intellectual Property.

“Zanbato Indemnitee” has the meaning set forth in Rule 503.

“Zanbato Intellectual Property” means without limitation, the ATS, the Software, any other systems or services provided by Zanbato, and any services, equipment or facilities used to support such systems or services and all components thereof, including without limitation all related applications, all application programming interfaces, user interface designs, software and source code and any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, including without limitation all intellectual property rights in or to the ATS and all other related proprietary rights of Zanbato and/or any of its Affiliates, including any and all enhancements, corrections, bug fixes, updates and other modifications to any of the foregoing and any and all data or information of any kind transmitted by means of any of the foregoing.

“ZX Dark” means any order to be non-displayed to the ATS.

“ZX Lit” means any order to be displayed to the ATS.

THIS AGREEMENT IS GOVERNED BY A PRE-DISPUTE ARBITRATION CLAUSE CONTAINED IN RULE 602 OF THIS RULEBOOK

Updated February 20, 2021

These Terms of Use constitute an agreement between you and Zanbato, Inc. and/or its affiliates (collectively, “The Zanbato Group”) and govern your use of all of the following (collectively, the “Service”):

the website located at www.zanbato.com (the “Site”);
the Zanbato mobile application (the “App”);
all data, information, content or other materials provided by The Zanbato Group that are displayed on or made available by means of the Site or the App (collectively, “Zanbato Content”); and
all data, information, content or other materials provided by users of the Site or the App or other third parties (“Third Party Provider(s)”) that are displayed or made available by means of the Site or the App (collectively, “Third Party Content”).

The Site and the App are operated by Zanbato Securities LLC with technology provided by Zanbato, Inc.

In these Terms of Use, the terms “we,” “us” or “our” refer to The Zanbato Group, and “you” and “your” refer to the individual using the Service and, if you are using the Service on behalf of a legal entity or organization, such entity or organization. Our Privacy Policy is incorporated into these Terms of Use by this reference.

By accessing the Service, you agree to be bound by these Terms of Use. We may amend these Terms of Use from time to time. We will notify you of any such amendments by means of the service, and you will be bound by the amended terms when you next use the Service after we post the changes. You are responsible for being familiar with the current version of these Terms of Use posted on the Service during each session. If at any time you do not agree with these Terms of Use, you may not use the Service.

You are strictly prohibited from unauthorized use of our systems or this Service, including but not limited to unauthorized entry into our systems, misuse of passwords, or misuse of any information posted to the Service. Use of the Service may be monitored, tracked and recorded. Anyone using this Service expressly consents to such monitoring, tracking and recording.

Section 1 - SCOPE AND SITE STRUCTURE

1.1 Structure & Links

1.1.1 The Service. The Site and the App allow you to access Zanbato Content and Third Party Content (collectively, “Service Content”). Service Content does not include any content on linked websites.

1.1.2 Links to other sites. Your use of the Site or the App may lead you, directly or indirectly, via a hyperlink or otherwise, to websites operated by third parties. Links to such unaffiliated websites are provided solely as pointers to information on topics that may be useful to users of the Site or the App, and we have no control over the content on such unaffiliated websites. If you choose to link to a website we do not control, we make no warranties, either express or implied, concerning your use of, or inability to use, such websites or the content on such websites, including the accuracy, completeness, reliability, or suitability thereof for any particular purpose, nor do we warrant that such site or content is free from any claims of copyright, trademark, or other infringement of the rights of third parties or that such site or content is devoid of viruses or other contamination. We do not guarantee the authenticity of documents on the Internet. Links to unaffiliated websites do not imply any endorsement of or responsibility for the opinions, ideas, products, information, or services offered at such sites, or any representation regarding the content at such websites, and we expressly disclaim any such endorsement or representation. In addition, such third-party websites may have a privacy policy or security practices different from the Service so it is important to read the policies of those websites before sharing your personal information.

1.2 Posted Guidelines. In addition to these Terms of Use, when using the Service, you will be subject to and agree to follow any guidelines or rules which may be posted from time to time on the Service, including without limitation any and all disclaimers and restrictions on use contained in any Service Content.

1.3 Status of the Service. The Service Content does not constitute legal, financial, accounting, investment, tax, or other professional advice. You should consult with a financial advisor and legal and tax professionals to assist in conducting due diligence as may be appropriate prior to making any investment decision or hiring any investment manager in connection with Service Content. Zanbato will not have any liability to any person for any reliance on, interpretation or analysis of, or investment decisions, action, or inaction based on, the Service.

1.4 Scope of Use.

1.4.1 Access. Certain parts of the Service, including, without limitation, the Service Content, may be accessed only by persons who have been authorized by The Zanbato Group and, if an employee of a Zanbato customer, by that employee’s employer. You agree to access and use those parts of the Service and all Service Content therein solely pursuant to your login information (username and password). You agree to notify us and change your password immediately, if your password is lost, stolen, or misused. You are responsible for all activity (including any unauthorized activity) attributable to your login information.

1.4.2 Obligations. You agree to access and use the Service and all Service Content (i) solely for your own personal use, or if a Zanbato customer employee, in connection with the lawful internal business purposes of your employer; and (ii) in compliance with these Terms of Use, all restrictions which may be imposed by any Third Party Provider and/or The Zanbato Group, all applicable local, state, and national laws and regulations and the ATS Rulebook (the "Rulebook").

1.4.3 Restrictions on Use. Except as may be otherwise specifically authorized in a signed writing by The Zanbato Group, you will not (i) directly or indirectly grant anyone else access to, or permit anyone else to access or use, the Service or any Service Content other than, if applicable, your employees and agents that you authorize to access information and transmit proposed indications of interest or orders with respect to potential transactions to The Zanbato Group on behalf of you or your employer; (ii) copy, display, publish, republish, upload, distribute, transfer, sell, assign, rent, timeshare, or sublicense any Service Content or access thereto; (iii) resell or otherwise share or distribute your Log-In Credentials (as defined below); (iv) alter, modify, delete, adapt, translate, disassemble, decompile, or reverse engineer or otherwise attempt to discern the source code, algorithms, software design or architecture of, or modify, adapt, translate or reproduce the Service or any part thereof, including without limitation any software or any product or service identifications, author attributions, copyright notices, disclosures, disclaimers, trade names, trademarks, or proprietary restrictions in any Service Content or any associated documentation; (v) create a separate database of any Service Content or merge any part of the Service Content with or into other software, or create derivative works based upon the Service Content; (vi) post any Service Content on any intranet, extranet, or other application, system, or location; (vii) use any Service Content to construct or facilitate the construction of any products or services that compete with the Service or the Service Content; (vii) use information which you have received through access to the Service as to the workings of the Service for any purpose whatsoever (other than use of the Service), including without limitation competition with the Service; or (viii) take or authorize any action that could detrimentally interfere with the proper workings of the Service. When you use the Service, you will be permitted to view such Information as is permitted by The Zanbato Group. Only The Zanbato Group or one its subscribers, through one of their authorized registered representatives, may place an indication of interest or order on your behalf.

1.4.4 Entitlement Rights. Please note that you may not be able to gain access to all of the Service Content. Your entitlement to Service Content may be limited by (i) applicable laws and regulations (including securities laws), (ii) The Zanbato Group, and/or (iii) internal policies and practices of the applicable Third Party Provider, in each case as may be amended from time to time at any time. Such restrictions are maintained via an entitlement system which controls your ability to view particular items of Service Content. The Zanbato Group disclaim any and all liability associated with entitlement decisions made by them or by Third Party Providers.

1.5 Intellectual Property and Proprietary Rights. As between you and The Zanbato Group, you acknowledge and agree that, subject to the proprietary rights of Third Party Providers with respect to the Third Party Content, The Zanbato Group owns all right, title and interest in and to the Service, including, without limitation, all Service Content, including all intellectual property rights inherent therein or appurtenant thereto. You agree that any and all Third Party Content, including as it is constructed, compiled, prepared, selected and arranged by the Third Party Providers, (i) may constitute valuable proprietary information and commercial property of the Third Party Providers, (ii) may be protected by United States and international intellectual property laws, including copyright, trademark, trade secret, or patent law, and (iii) constitutes an expenditure of substantial time, effort, and money by the Third Party Providers. You acknowledge that, other than your right to use the Service subject to these Terms of Use, neither The Zanbato Group, nor any Third Party Provider by giving you access to the Service and the Service Content is granting you any proprietary rights in the Service or any associated trademarks or other intellectual property subsisting in or available through any of the foregoing.

1.6 Registration and Access Data; Authorized Customer Delegees

1.6.1 Registration Data and Access Data. In consideration of your use of the Service, you and/or your employer agree to (i) provide true, accurate, current and complete Registration Data and Access Data (as defined in the Privacy Policy) to The Zanbato Group and the other applicable Third Party Providers, either as provided directly to The Zanbato Group and/or the other applicable Third Party Providers by your employer or as prompted by the Service, and (ii) maintain and promptly update the Registration Data and Access Data, or similar information provided directly to any Third Party Provider, and to keep the same true, accurate, current, and complete.

1.6.2 Authorized Customer Delegees. If you are a customer of The Zanbato Group, you shall designate to The Zanbato Group such of your delegees ("Authorized Customer Delegees") you wish to have access to the Service and shall promptly notify The Zanbato Group of all additions and deletions to your list of Authorized Customer Delegees.

1.7 Log-In Credentials; Security.

1.7.1 Log-In Credentials. The Zanbato Group shall provide separate log-in credentials (a "Log-In Credential") to you if you are approved by The Zanbato Group to access the Service. The Log-In Credential will permit you to access and use the ATS. You shall keep your Log-In Credential strictly confidential using at least the same degree of care that you use to protect your own confidential information, but in no even less than the industry-recommended degree of care for such credentials. Each Log-In Credential may only be used by you. Upon your request, or if a The Zanbato Group customer employee, your employer’s request to terminate a Log-In Credential provided to you, The Zanbato Group shall effect such request as soon as reasonably practicable after receipt thereof. In the event your Log-In Credential is lost, stolen or compromised, you shall be responsible for notifying The Zanbato Group of the same, and The Zanbato Group shall cancel any such lost, stolen or compromised Log-In Credential as soon as practicable after receipt of such notice. You shall remain responsible for any actions taken through the use of your Log-In Credential until your Log-In Credential is cancelled.

1.7.2 Authorized Access. Your Log-In Credential shall be limited to your use only. If you are a customer of The Zanbato Group, you must, through The Zanbato Group, obtain a separate Log-In Credential for each of your Authorized Customer Delegees you wish to authorize to enter into legally binding Transactions on your behalf. You assume full responsibility for any use, unauthorized use or misuse of the Service by any of your officers, directors, employees, agents and Authorized Customer Delegees, or by any other persons through your facilities, and you acknowledge and agree that any breach by such persons of any of your obligations in respect of the Service shall constitute a breach of such obligations by you. Customers of The Zanbato Group shall monitor each of their Authorized Customer Delegee's access to and use of the Service and shall ensure that such Authorized Customer Delegees abide by and comply with all applicable laws and the ZS ATS Rulebook (the "Rulebook") and your obligations hereunder. If you are a customer of The Zanbato Group, you are solely responsible for all acts or omissions of your Authorized Customer Delegees and of any person using the ATS through Log-In Credentials on your behalf. Without limitation of the foregoing or any other provision of these Terms of Use, if you are a customer of The Zanbato Group, you agree to be bound by the terms of all indications of interest or orders placed on or through the Service by The Zanbato Group at your request or the request of any of your Authorized Customer Delegees.

1.8 User Provided Content. All Service Content (other than The Zanbato Group Content), including comments, questions, and opinions uploaded, expressed, or submitted to a message board, blog, or other publicly available section of the Service (including password-protected areas) and all responses thereto are solely the opinions and responsibility of the person or entity submitting them and not The Zanbato Group. You understand and acknowledge that you are responsible for whatever content you submit and that you, not The Zanbato Group, have full responsibility for such content, including its legality, reliability, and appropriateness. Under no circumstances may you submit information that you know, or have reason to believe, is false or intentionally misleading. By uploading or otherwise transmitting material to any area of the Service, you warrant that the material is your own or is in the public domain or otherwise free of proprietary or other restrictions and that you have the right to post it to the Service. You grant to The Zanbato Group the perpetual, irrevocable, transferable, worldwide, royalty-free right and license to use all content you upload or otherwise transmit to the Service in any manner The Zanbato Group may choose in connection with the Service. The Zanbato Group reserve the right, but do not assume any responsibility, to remove any material posted on the Service which The Zanbato Group, in their sole discretion, deem inconsistent with the foregoing commitments, including without limitation any material as to which The Zanbato Group has been notified, or have reason to believe, constitutes a copyright infringement. The Zanbato Group can neither review all material before it is posted on the Service nor ensure prompt removal of objectionable material after it has been posted. Accordingly, The Zanbato Group will have no liability for any action or inaction regarding or otherwise involving Third-Party Content.

1.9 Right to Terminate User Access. The Zanbato Group reserve the right to limit, restrict, and terminate your access to and use of the Service at any time, in whole or in part, with or without cause in its sole discretion and without notice. Neither The Zanbato Group nor any Third Party Provider will have any liability in connection with such limitation, restriction, or termination of your access to or use of the Service.

Section 2 - INDEMNIFICATION

2.1 Indemnification. You agree, at your own cost and expense, to indemnify and hold harmless each of The Zanbato Group and its and their respective officers, directors, agents, employees, owners, licensors and consultants from and against all claims, losses, damages, liabilities, judgments, costs, and expenses, including reasonable attorneys' fees and costs, as incurred, (i) arising in any manner out of your use of, or inability to use, the Service, or any data, software, or information accessed or obtained from any of the foregoing; or (ii) arising in any manner in connection with any violation or nonperformance by you of any provision of these Terms of Use (including without limitation the provision of any Service Content to any person who is not a User permitted to receive such Service Content); or (iii) arising in any manner out of any claim that The Zanbato Group's use of the Third Party Content infringes the intellectual property rights of any other person.

Section 3 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

3.1 Disclaimers. The Service Content is provided to facilitate identification of investment opportunities by sophisticated investors and to provide a vehicle for access to related information, and is not a confirmation of any opinion or information contained therein. The Zanbato Group makes no representations or warranties as to any Service Content. The Service Content generally speaks only as of the date issued. You should not rely on any Third Party Content as expressing the applicable Third Party Provider's current opinion or as representing current information. The Service Content may contain or provide credit, quality, risk and other ratings, research and generalized investment opinions obtained from various sources. You acknowledge and agree that such Service Content (i) is impersonal in nature and subject to change or withdrawal without notice, (ii) does not constitute legal, accounting, tax or investment advice, (iii) does not take into account your investment objectives, financial situation or particular needs, (iv) does not constitute a solicitation or recommendation for the purchase, sale, or holding of any financial instrument or product, or a representation that any investment strategy or product is suitable for you, (v) is meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, or disclosures, and any copyright or proprietary notices, and (vi) is provided for informational purposes only. You also acknowledge and agree that (i) any disclaimers, restrictions, disclosure, or hedge clauses in such Service Content apply to any partial document or material in the same manner as they do the whole and will be deemed incorporated in the portion of any Service Content that you consult or download, (ii) hypothetical or projected performance results (where permitted to be shown) have inherent limitations, with results that may under- or over-compensate for the impact, if any, of any number of market, political, and economic factors, and (iii) no representation is being made that any reliance on any such Service Content will or is likely to achieve profits or losses or any particular results of any kind. You further agree that (x) no Third Party Provider is under any obligation to provide such Service Content to you, (y) if you receive such Service Content through the Service or other means, you may not receive such content at the same time as other customers of the applicable Third Party Provider or its affiliates, and (z) no Third Party Provider or its affiliates is under an obligation through the Service to undertake, and may without notice choose not to undertake, to advise you of changes in the Service Content made available through the Service or otherwise provided to you.

3.2 Information "As Is" and "As Available"; Advisors. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SERVICE OR ANY WEBSITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING IS AT YOUR OWN RISK. THE ZANBATO GROUP CANNOT AND DOES NOT GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS, OR CONTINUED AVAILABILITY OF THE SERVICE OR ANY WEBSITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. IN NO EVENT WILL THE ZANBATO GROUP BE LIABLE FOR ANY DECISION MADE OR ACTION OR INACTION TAKEN BY YOU IN RELIANCE ON THE SERVICE OR ANY WEBSITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. THE ZANBATO GROUP FURTHER EXPLICITLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE SERVICE OR ANY WEBSITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE ZANBATO GROUP WILL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR LOSS (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND ANY AND ALL OTHER FORMS OF DAMAGES OR LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM) CAUSED OR ALLEGED TO BE CAUSED IN CONNECTION WITH YOUR USE OF THE SERVICE, OR ANY WEBSITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING, WHETHER OR NOT FORESEEABLE AND EVEN IF WE OR ANY THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THE ZANBATO GROUP USES ADVISORS AND CONSULTANTS WHO ASSIST WITH THE PRESENTATION OF THE SERVICE, AND WHO MAY RECEIVE PERFORMANCE BASED COMPENSATION IF THEY ARE MEMBERS IN GOOD STANDING OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY.

Section 4 - TERMINATION

4.1 Term of Agreement. These Terms of Use shall have a perpetual term unless and until your access to the Service has been terminated in accordance with this Section 4.

4.2 Early Termination. Your access to the Service may be terminated by you or The Zanbato Group: (i) upon notice, in the event of any action, application or proceeding taken in respect of the bankruptcy or insolvency of you or The Zanbato Group, (ii) upon notice, in the event you or The Zanbato Group has materially breached any provision of these Terms of Use and has failed to cure such breach within five (5) days after written notice of such breach; or (iii) with or without cause, upon ten (10) days' prior notice to you or The Zanbato Group, as the case may be, for any reason and without any liability to the other Party (except as provided in Section 4.4).

4.3 Additional Termination Rights of The Zanbato Group. In addition to its other rights and remedies hereunder, The Zanbato Group shall have the right to terminate your access to the Service by notice to you: (i) upon the occurrence of any event which would prevent The Zanbato Group from providing the Service to authorized users generally, including, without limitation, any loss or potential loss of regulatory authorization or license by The Zanbato Group, any change in applicable law affecting the Service or interpretation by any regulatory authority, or any determination by The Zanbato Group to cease providing the Service; (ii) if The Zanbato Group determines, in its sole discretion, that you or any of your officers, directors, employees or agents (including any Authorized Customer Delegee) may have violated these Terms of Use, the Rulebook or any applicable law in connection with their use of the Service; or (iii) if The Zanbato Group determines, in its sole discretion, that the security or normal operation of any part of the Service has been compromised and cannot be promptly cured.

4.4 Effect of Termination. Termination of your access to the Service shall not terminate or otherwise modify your obligations with respect to any liability or matter arising, or if you a customer of The Zanbato Group, of any obligation for a transaction executed on your behalf on the ATS, prior to such termination. In addition, Sections 2, 3 and 5 shall survive any termination of your access to the Service (as well as any provision which expressly survives termination or by its nature would be understood to survive termination) and shall continue to apply to you and The Zanbato Group. For the avoidance of doubt, although the representations, warranties, covenants and obligations set forth in this Agreement shall only apply during the period you are authorized to access the Service (as set forth therein), termination of your access shall not terminate or otherwise modify The Zanbato Group's rights under these Terms of Use to seek damages or other remedies for breaches of such representations, warranties, covenants and obligations set forth in Section 5 during the period of your access to the Service. Upon termination of these Terms of Use, you shall immediately cease all use of the Service.

Section 5 - REPRESENTATIONS AND WARRANTIES.

5.1 Representations and Warranties.

5.1.1 General Representations. You represent and warrant to The Zanbato Group that: (i) you have the power and authority to accept and agree to these Terms of Use and fulfill your obligations hereunder; (ii) upon your acceptance hereof, these Terms of Use will constitute your legal, valid and binding obligation, enforceable against you in accordance with their terms; and (iii) your acceptance of these Terms of Use will not violate any applicable laws, or any agreement by which you are bound or by which any of your assets are affected.

5.1.2 Representations, Warranties and Agreements. You represent and warrant to, and agree with The Zanbato Group (which representations, warranties and agreements shall be deemed repeated each time you access or use the Service), that:

(i) You are in compliance with all applicable laws in all material respects;

(ii) all information provided by you in writing to The Zanbato Group (including all information contained in applications, questionnaires and information forms, and including information delivered via electronic means) is true and accurate in all material respects;

(iii) if you are a customer of The Zanbato Group, you satisfactorily meet any eligibility criteria or other requirements contained in the Rulebook and are able to effect settlement of transactions effected on your behalf in accordance with the Rulebook and these Terms of Use;

(iv) you have all Intellectual Property Rights (as defined in the Rulebook) in and to any information submitted by you to the Service, and your use of any software or equipment to access the Service (other than software or equipment provided by The Zanbato Group) does not violate any third party's Intellectual Property Rights;

(v) if you are a Customer of The Zanbato Group, you are authorized to enter into the transactions entered into on your behalf through the Service, and each of such transactions, as confirmed by the Service, is your legal, valid and binding obligation, enforceable against you in accordance with its terms and these Terms of Use;

(vi) If you are a customer of The Zanbato Group, alone or together with your Authorized Customer Delegee, you possess the sophistication, experience, knowledge and expertise in financial and business matters to make your own investment decisions and to properly assess the merits, risks and suitability of investing in, and entering into transactions on the Service;

(vii) If you are a customer of The Zanbato Group, alone or together with your Authorized Customer Delegee, you are (x) capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies involving a security or securities and (y) will exercise independent judgment in evaluating the merits of all potential transactions;

(viii) you acknowledge, agree and understand that (x) all transactions entered into on the Service are unsolicited transactions, (y) no such transaction will be solicited or recommended by The Zanbato Group and (z) your decision to enter into any transaction on the Service will be based on your own research and information, or on research and information obtained from a source other than the Service or The Zanbato Group, and neither The Zanbato Group nor any of its representatives will have any input into your decision to enter into such transaction;

(ix) If you are a customer of The Zanbato Group, you are and will continue to be either (x) a qualified institutional buyer under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), (y) a qualified purchaser, as defined in Section 2(a)(51) of the Investment Company Act, or (z) an accredited investor under Rule 501 of Regulation D of the Securities Act, subject to the right of The Zanbato Group to impose higher accreditation standards to comply with suitability requirements;

(x) you shall comply with all applicable laws related to anti-money laundering and sanctions and (y) if you are a Customer of The Zanbato Group, you shall ensure that you and your Authorized Customer Delegees follow such applicable laws with respect to your and their use of and access to the Service.

You shall notify The Zanbato Group promptly in the event any of the foregoing representations and warranties become untrue at any time during the term of these Terms of Use.

5.1.3 Role of The Zanbato Group. You acknowledge and agree that, notwithstanding anything to the contrary herein:

(i) The Zanbato Group shall not, directly or indirectly, be a principal to any transaction on the Service or be responsible for, or otherwise guarantee, performance of any transaction entered into by you, and you shall proceed solely against the counterparty in that transaction, and not against The Zanbato Group, to collect or recover any amounts owed to you or to enforce any of its rights in connection with, or as a result of, such transaction;

(ii) neither the relationship between you and The Zanbato Group, nor the services provided by The Zanbato Group, nor any other aspect of these Terms of Use shall give rise to any fiduciary duties on the part of The Zanbato Group;

(iii) The Zanbato Group may receive fees from subscribers to the Service representing both the buyer and seller in respect of a transaction effected through the Service; and

(iv) if you are a customer of The Zanbato Group, the submission or posting of any Information to or on the Service by The Zanbato Group or any authorized user of the Service shall not be deemed a recommendation by The Zanbato Group or such authorized user that you enter into any particular transaction or that any particular transaction is suitable or appropriate for you.

Section 6 - DIGITAL MILLENNIUM COPYRIGHT ACT

If you believe that the Service contains content that infringes on your copyright, please forward the following information by email to legal@zanbato.com or send it to The Zanbato Group, Copyright Agent, Attention: General Counsel, 715 N Shoreline Blvd., Mountain View, CA 94043.

• Your address, telephone number, and email address;

• A description of the copyrighted work that you claim has been infringed;

• A description of where the alleged infringing material is located;

• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our policy is to terminate the right of repeat infringers to use the Service.

Section 7 - NONDISCLOSURE

You agree to use reasonable care, but in no event no less than the same degree of care that you use to protect your own confidential and proprietary information of similar importance, and to prevent the unauthorized use, disclosure, publication or dissemination of proprietary, non-public, confidential information ("Confidential Information") of any Third Party Provider. You agree to accept any Third Party Provider's Confidential Information for the sole purpose of evaluation in connection with your business discussions with The Zanbato Group. You agree not to disclose or use Confidential Information otherwise for your own or any third party's benefit without the prior written approval of an authorized representative of The Zanbato Group in each instance. You may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that you first take, if permitted to do so by the judicial or governmental authority with jurisdiction, reasonable steps to give the Third Party Provider sufficient prior notice in order to contest such request, requirement or order by notifying the Third Party Provider of such request. You may only disclose Confidential Information to your employees or agents with a need to know for the sole purpose of evaluation in connection with your business discussions with The Zanbato Group and, in the case of agents, only to the extent that the agent has signed a non-disclosure and non-circumvention agreement at least as restrictive as this Agreement. Information will not be deemed Confidential Information of an Third Party Provider that (i) is already in your possession prior to disclosure by such Third Party Provider, (ii) that is or becomes generally available in the public domain other than as a result of unauthorized disclosure by you or your employees or agents, or (iii) is acquired by a third party not in violation of an obligation of secrecy to such Third Party Provider.

Section 8 - MISCELLANEOUS

8.1 Bids, Offers and Firm Orders. "Bids" and “Offers" on the Service represent non-binding indications of interest submitted by The Zanbato Group or one of its respective authorized registered representatives on behalf of their clients (unless such bids/offers are noted as “firm”). A “firm” bid or offer (each, a “Firm Order”) obligates the customer of The Zanbato Group submitting the Firm Order to pay commissions or banking fees on introduction of a counter-party accepting the terms of their Firm Order, meaning these orders represent a higher level of commitment to transact. Bid and Offers may be for any class of equity security of an issuer and may be for blocks of shares held, exercisable, or held or to be held in special purpose vehicles. Rights of holders of the securities will vary, and transactions may be subject to transfer restrictions, including a right of first refusal by the issuer or others. Some issuers may restrict transfers in their securities to certain classes of investor. Specific information on a given ticket is available from The Zanbato Group market operators through its Z-Chat function.

8.2 Entire Agreement. These Terms of Use, together with the Privacy Policy, and as applicable, The Zanbato Group ATS Rulebook, the Subscriber Agreement as well as any definitive written agreement executed by the parties constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior discussions, agreements, and undertakings, both written and oral, between the parties with respect to the subject matter of these Terms of Use. In the event of any conflict or inconsistency between separate written agreements between the parties and these Terms of Use, the former shall govern and control.

8.3 Severability. If any term or other provision of these Terms of Use is invalid, illegal or unenforceable in a jurisdiction, all other terms and provisions of these Terms of Use will nevertheless remain in full force and effect in such jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party and such invalidity, illegality, or unenforceability in such jurisdiction will not have any effect in any other jurisdiction.

8.4 Governing Law and Arbitration. These Terms of Use shall be governed by the laws of the State of New York, without regard to its conflicts of laws principles. Any dispute arising out of or relating to these Terms of Use, or any alleged breach thereof, shall be settled by binding and non-appealable arbitration to be administered by the FINRA dispute resolution process in New York, New York, in accordance with its rules then in effect, and judgment upon the award may be entered in any court having jurisdiction over the parties in the state or federal courts of New York, and the parties hereby consent to personal jurisdiction and the exclusive venue of such courts.

8.4.1 This Agreement contains a pre-dispute arbitration clause. By signing this Agreement, Seller agrees as follows:

All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

8.4.2 No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

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Zanbato Privacy Policy

Effective Date: 5 Feb 2025

Overview

What kinds of Personal Data does Zanbato use?

For all site visitors

For ZX ATS and ZXData Users

How does ZX use my personal information?

Fraud Prevention and Legal Compliance

Account Management/Secure Login

Platform Communication

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For Private Label Users (sites “Powered by Zanbato”)

How does Zanbato Private Label handle personal information?

Account Management/Secure Login

Email Platform Activity Updates

Closing Room & NDAs

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Right to Object

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Special Notice For Private Label Users

Special Categories of Personal Data

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Other Third Party Services Used by Zanbato

Other Information

Legally Required Information Disclosure

EU-U.S. Data Privacy Framework with UK Extension, and Swiss-U.S. Data Privacy Framework

Changes to This Privacy Policy

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GDPR Designated Representative