Upside Foods

Updated February 20, 2021

TERMS OF USE

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.