Zanbato: Data Program Terms and Conditions

Zanbato Data Program Terms and Conditions

1. GENERAL

1.1 Ordering Services

Zanbato will provide the Services described in these Data Program Terms and Conditions and any Order Form in accordance with the terms and conditions of these Data Program Terms and Conditions and any Order Form. Each Service Order will become a part of and be governed by the terms of these Data Program Terms and Conditions.

1.2 Parties

Zanbato, Inc. or any of its Affiliates (each, “Zanbato”) may enter into an Order Form with Client under these Data Program Terms and Conditions, and with respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Zanbato in these Data Program Terms and Conditions are deemed to be references to such Affiliate. With respect to Zanbato, each Order Form is a separate obligation of the Zanbato entity that execute(s) such Order Form and no other Zanbato entity has any obligation under such Order Form. Each Order Form executed by a Zanbato entity on the one hand and a Client on the other hand, together with the Data Program Terms and Conditions, comprises a single Agreement between such Client and Zanbato such Zanbato entity. Accordingly, one or more separate Agreements may be created, each governed by the same Data Program Terms and Conditions.

1.3 Precedence

If there is any conflict among any elements of the Agreement, the descending order of precedence will be (unless expressly stated otherwise for any particular terms): Order Form, Data Program Terms and Conditions. In some cases, additional or modified rights to the rights provided in these Data Program Terms and Conditions, will be included in an Order Form for a particular Service.

1.4 Changes to the Data Program Terms of Use

Zanbato may revise and update these Data Program Terms of Use from time to time in its sole discretion. All changes are effective immediately when they are posted and apply to all access to and use of the Services thereafter. A party’s continued use of the Services following the posting of revised Data Program Terms of Use means that the party accepts and agrees to the changes.

2. TERM

The Data Program Terms and Conditions commence on the date specified in the Order Form and will remain in force during the term of any Service. Unless otherwise stated in an Order Form, the initial term of each Service (and any permission granted) is one year from the first day of the month following the date the Service is first made available and will automatically renew for additional one-year periods, unless one party gives the other at least 90 days’ notice prior to the end of the then-current term.

3. CHARGES

3.1 Payment of Fees

Client will pay the Fees within 30 days of the date of the invoice and without set-off, counterclaim or deduction. Recurring Fees accrue from the first day of the month following the date the relevant Service is made available by Zanbato until the end of the month in which a termination of the Service takes effect. Zanbato may apply a service charge of 1% per month or the highest lawful interest rate (whichever is lower) to all amounts not paid to Zanbato when due. Zanbato is not permitted or authorized by regulators to hold Client money on behalf of Client. Therefore, it is imperative that Client submits the exact amount charged for the relevant Service. If Client overpays any invoice, Zanbato shall, once identified, refund the overpayment in an appropriate and reasonable time frame.

3.2 Payment of Taxes

The Fees are exclusive of taxes, and Client will also pay applicable taxes and duties (including withholding taxes, value added tax (VAT), or other taxes but excluding income taxes imposed on Zanbato). Client will provide to Zanbato written evidence of any withholding tax paid by Client or any tax exemption on which Client wishes to rely. If Client is obliged to withhold or deduct any portion of the Fees, then Zanbato shall be entitled to receive from Client such amounts as will ensure that the net receipt, after tax and duties, to Zanbato in respect of the Fees is the same as it would have been, were the payment not subject to the tax or duties.

3.3 Changes to Fees

During the term of a Service, Zanbato may increase or adjust the basis for calculating the Fees for each Service annually (the “Annual Adjustment”) by providing Client at least 90 days prior written notice. If solely as a result of the Annual Adjustment, Zanbato increases the Fees by more than 5%, Client may terminate the affected Service by notifying Zanbato within 30 days of the date of Zanbato’s notice. Termination of such Service is effective on the date when the increase or adjustment takes effect.

3.4 Excess Use

Access to the Services is limited to the scope set forth on the applicable Order Form. In the event that the Client’s scope of use exceeds the limits set out in the Order Form (such as the number of Users, transactions (including returns), entities, and/or territories) Zanbato shall be entitled to charge additional Fees for the excess use at the rates set out in the Order Form or at the then current Zanbato pricing, whichever is greater (which additional Fees shall be a one-time adjustment for perpetual licenses and pro-rated for subscription licenses for the remainder of the initial term or renewal term, as applicable).

4. PERFORMANCE AND COMPLIANCE

4.1 Obligations of the Parties

Zanbato will provide the Services to Client using reasonable skill and care. Zanbato will provide, and Client will use, the Services in accordance with applicable laws and regulations.

4.2 Obligations of Client

Client will ensure that Client’s Contributed Data

complies with applicable laws and regulations and does not contain objectionable material, and otherwise complies with Zanbato’s quality requirements,
is accurate, complete and correct and in the form and quantity agreed to by Zanbato;
does not violate any third party’s rights and
does not contain any Personally Identifiable Information. Client shall not charge clients of Zanbato or its Affiliates to access Contributed Data. Zanbato may limit or remove Contributed Data from distribution or limit or block Contributed Data input if Client does not comply with these requirements. Client shall promptly notify Zanbato, and correct, any inaccuracies, omissions or errors in the Contributed Data. If Client is permitted to provide an Affiliate with access to any part of the Services, Client will ensure that such Affiliate complies with all provisions of the Agreement applicable to Client as if they were its own obligations. Client shall be responsible for any Contributed Data it transmits through the Service and agrees Zanbato shall be entitled to rely on such information having been authorized by Client.

4.3 Export Control and Sanctions

Client will not obtain, retain, use, or provide access to the Services to an Affiliate or any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of America and the European Union and its Member States. Client warrants that neither it nor any Affiliate to which Client provides access to the Services is or is affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to Zanbato, it will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties.

5. USAGE PERMISSIONS AND RESTRICTIONS

5.1 Usage

Zanbato permits Client to use the Services solely for its own business purposes within the scope of use set out in the Data Program Terms and Conditions and any other usage permissions detailed on the relevant Order Form. Client grants to Zanbato a perpetual right to include Client’s Contributed Data in any product or service provided by Zanbato or its Affiliates provided, however, that Contributed Data shall be aggregated, anonymized or categorized prior to being released. Client acknowledges and agrees that

the Service is solely a means to communicate Information; and
Client’s access to and use of the Service may be restricted by applicable law, and Client will abide by such restrictions.

5.2 Usage Permissions

Zanbato permits each User to:

view, use and copy (download and/or print) Information for the User’s individual use
modify the Information, and create Derived Data, solely for the User’s individual use or as otherwise permitted in (c) below;
Distribute and Redistribute Insubstantial Portions of Information and/or Derived Data in a Non-Systematic manner, including to its customers on a confidential and need-to-know basis, and solely in connection with effecting a potential transaction through Zanbato Securities LLC;
Distribute Information to other Users who have a subscription from Zanbato to view the same Information; and
Redistribute Information to government and regulatory authorities solely to the extent specifically requested by such government or regulatory authority for the purposes of investigating Client's compliance with laws and regulations.

5.3 Usage Restrictions

Client will not:
1. copy or modify any part of the Services except as expressly permitted under the Agreement; or
2. use, provide or rebrand the Services for the benefit of any third party (other than third parties to the extent they are expressly permitted under the Agreement to receive the Services); or
Any rights in the Information or other rights provided with a Service are non-transferable and non-sublicensable by Client.
Unless expressly permitted under an Order Form, Client will not use Information to create, issue, sponsor, or calculate an Index that will be used
1. as, or forms the basis of, a financial product, including but not restricted to funds, futures, options, swaps, certificates, notes; or
2. as the official benchmark to measure and report the performance of a financial product.

5.4 Storage

Client may only store Information or Derived Data from a Service

to the extent necessary to benefit from the usage permissions granted for such Service and
where required by, and may use it only to comply with, applicable laws and regulations. All Information must be deleted on termination of the relevant Service, except to the extent required by, and for use only to comply with, any applicable laws and regulations.

5.5 Attribution

Except as otherwise specified in Order Form, Client must ensure that all Information it is permitted to Distribute or Redistribute is attributed to Zanbato as the source, in the following format: “Source: Zanbato Securities LLC.

6. INTELLECTUAL PROPERTY AND FEEDBACK

6.1 Services

Client acknowledges that, as between the parties, all Intellectual Property Rights in the Services (including Information and Materials) are

owned by Zanbato, its Affiliates, and
hereby reserved to Zanbato unless specifically granted in the Agreement. Client will not remove or conceal any proprietary rights notice in the Services and will include such notices on any copy it is permitted to make.

6.2 Derived Data

As between Zanbato and Client, Client owns all Intellectual Property Rights in those portions of Derived Data that Client is expressly permitted to create under the Agreement; provided that this shall not affect Zanbato’s ownership of intellectual property rights in the underlying information that Client used to create Derived Data. During the term and following expiry of the relevant Service, Client is permitted to use Derived Data which has been produced in accordance with the Agreement, provided that Client must not use any Derived Data outside of the usage permission or rights granted under the Agreement.

6.3 Client Materials and Feedback

Zanbato acknowledges that, as between the parties, all Intellectual Property Rights in the Client Materials are owned by Client or licensors to Client. Zanbato may collect and use information related to Client’s use of the Services, to test, develop, improve and enhance its products and services, as long as such information is not identifiable to the Client or any individual User. If Client provides Zanbato with any feedback on Zanbato’ products and services, Client grants Zanbato and Zanbato’ Affiliates the right to use it to develop their services and products and to create and own derivative works based on such feedback.

6.4 Use of Name

Other than as necessarily required for the provision of the Services, neither Party may use the other Party’s name, trademarks or any derivatives of them, except for internal purposes or as required by law or regulation, without the other’s prior written consent, not to be unreasonably withheld.

7. CHANGES TO SERVICES

Zanbato may modify a Service from time to time but will not change its fundamental nature, except as permitted in Clauses 8.1 (External Triggers). Zanbato will use reasonable efforts to notify Client of significant changes to Services.

8. TERMINATION AND CONSEQUENCES OF TERMINATION

8.1 External Triggers

Zanbato may, with notice (“Zanbato’s Notice”), terminate a Service in whole or in part, or modify it or the terms on which it is provided, if all or part of that Service:

depends on an agreement between Zanbato or a Zanbato Affiliate and a third party, and that third party agreement or the third party’s materials or other input is modified or terminated;
becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or
becomes subject to a claim or potential claim that it infringes or violates the rights of any third party. Zanbato will endeavor to provide Client with reasonable prior notice of any such termination or modification but may not be able to do so if the triggering event is under the control of a third party. The effective date of the termination or modification as indicated on Zanbato’s Notice is the “Change Date”. If a partial termination or modification in accordance with this Clause 8.1 fundamentally and detrimentally changes the nature of or the rights granted in the Service, Client may terminate the affected Service by providing Zanbato with notice no later than 30 days after the date of Zanbato’s Notice.

8.2 Suspension

Zanbato may suspend, upon notice, all or part of a Service and Client’s rights in relation to that Service if:

Zanbato has the right to terminate the Service in accordance with Clauses 8.3 (Termination for Breach) or 8.4 (Termination for Insolvency); or
Zanbato is required to do so by law or regulation or at the request of any relevant regulatory authority. Any such suspension may continue until Zanbato is satisfied that the condition is remedied. Client is still required to pay the Fees during any period of suspension permitted by (a) above.

8.3 Termination for Breach

Either party may terminate the Agreement, upon notice, if the other party materially breaches the Agreement and the breach

remains unremedied 30 days after the date the breaching party receives a notice from the other party describing the breach and requiring it to be cured, or
is incapable of being cured. However, if the material breach relates solely to one or more Services (but not all the Services), the non-breaching party only may terminate the relevant Service(s).

8.4 Termination for Insolvency

Either party may terminate the Agreement, immediately upon notice, if:

the other party enters into a composition with its creditors;
a court order is made for the winding up of the other party;
an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction);
the other party has a receiver, manager, administrative receiver or administrator appointed with respect to it,
the other party ceases to be able to pay its debts as they fall due;
the other party takes or suffers any action similar to any of the above on account of debt in any jurisdiction.

8.5 Injunctive Relief

Nothing in this Agreement prevents Zanbato or Client from seeking an immediate injunction or similar remedy from a court of competent jurisdiction to prevent or restrain breaches of the Agreement.

8.6 Refunds

Where Zanbato terminates a Service other than under Clauses 8.3 (Termination for Breach) or 8.4 (Termination for Insolvency), or Client terminates a Service where the Agreement permits it to, Client will be entitled to a pro rata refund of any recurring Fees that Client has paid in advance for the terminated Service.

8.7 Delete or Return Information and Materials

Following termination, and at any time with respect to Confidential Information,

at Client’s request and subject to the remainder of this Clause 8.7, Zanbato will promptly return, delete or destroy Client Materials and Client’s Confidential Information, and
at Zanbato’ request Client will promptly return, delete or destroy all Information, Materials, and Zanbato’ Confidential Information. However, each party may retain copies to the extent required by, and used only to
1. comply with, law or regulation, and
2. support the enforcement or defense of a party’s rights under the Agreement. This Clause 8.7 will not apply to the extent Zanbato has granted Client a perpetual right to Information or Materials, unless Zanbato is terminating that perpetual right under Clauses 8.3 (Termination for Breach) or 8.4 (Termination for Insolvency). Zanbato will not be required to return, delete or destroy any feedback, Contributed Data or material contributed by Client’s Users to any Service.

8.8 Survival of Terms

Termination of all or any part of the Agreement will not affect a party’s respective accrued rights and obligations. The following Clauses will survive termination: 3.1 (Payment of Fees), 3.2 (Payment of Taxes), 8.6 (Refunds), 8.7 (Delete or Return Information and Materials), 8.8 (Survival of Terms), and 9 through 13 (Confidentiality; Disclaimers; Limitation of Liability; Indemnity and Miscellaneous), along with any others that by their nature should survive.

9. CONFIDENTIALITY

9.1 Non -disclosure

The Receiving Party will hold the Disclosing Party’s Confidential Information in confidence and will not disclose any part of it to any third party except to its Affiliates, consultants and third-party contractors (including financial advisors, accountants and attorneys) (collectively, “Representatives”) who are acting on behalf of the Receiving Party and are bound by, or are otherwise protected by legal privilege or confidentiality and non-disclosure commitments substantially similar to those contained in this Agreement, except with the consent of the Disclosing party or pursuant to a subpoena order or request issued by a court of competent jurisdiction or by a judicial, administrative, legislative or regulatory body or committee. In the event Receiving Party receives any such subpoena, order or request, the Receiving Party shall

provide prompt notice (unless prohibited by law or by such request) to the Disclosing Party so that the Disclosing Party can seek a protective order or other appropriate remedy,
limit any such disclosure to the extent of the legal requirement and the disclosed information will remain Confidential Information despite such disclosure and
be entitled to reimbursement from Disclosing Party for its expenses including the fees and expenses of its counsel in connection with action taken pursuant to this sentence.

9.2 Exceptions

These obligations of confidentiality do not apply to information which:

is or becomes (through no act or omission of the Receiving Party in violation of this Agreement), generally available to the public;
becomes known to the Receiving Party or any of its Affiliates on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information;
was lawfully in the possession of the Receiving Party or any of its Affiliates prior to such disclosure;
is independently developed by the Receiving Party or any of its Affiliates; or (e) the Disclosing Party agrees is not confidential or may be disclosed, to the extent of that consent.

10. DISCLAIMERS

10.1 General Disclaimer

All warranties, conditions and other terms implied by statute or common law including, without limitation, warranties or other terms as to suitability, merchantability, satisfactory quality and fitness for a particular purpose, are excluded to the maximum extent permitted by applicable law. Unless expressly provided, the Services are delivered “as is” without warranty of any kind. Zanbato does not warrant or represent that the Services (or services, information or material supplied to Zanbato on which all or part of a Service depends) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that all Faults will be corrected. Zanbato shall not be liable for any Damages resulting from any such Faults. Client assumes sole responsibility and entire risk as to the suitability and results obtained from use of the Services, and any decisions made, or actions taken, based on the information contained in or generated by the Services. Client is solely responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the Services. In no event shall Zanbato be liable for any penalties, interest or taxes assessed by any governmental or regulatory authority.

10.2 No Advice

Client understands that Zanbato is an aggregator and provider of information (including opinions) for general information purposes only and does not provide financial, tax and accounting, medical, legal or other professional advice. Some Information may contain the opinions of third parties, and Zanbato is not responsible for these opinions. Likewise, Zanbato is not responsible for any Damages resulting from any decisions of Client, or anybody accessing the Services through Client, that are made in reliance on the Services, including decisions relating to the sale and purchase of instruments or legal, compliance and/or risk management decisions. Client agrees that it uses the Services at its own risk in these respects.

11. LIMITATION OF LIABILITY

11.1 Unlimited Liability

The limits on liability in Clause 11.2 (Liability Cap) do not apply to:

a party’s fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates a reckless disregard for the rights of others;
any defense and indemnification obligations, other than to the extent described in Clause 12.2 (Third Party Limitation),
Zanbato’s infringement of Client’s Intellectual Property Rights in the Client Materials, or
Client’s liability to pay the Fees and any amounts Zanbato would have charged for use of the Services beyond the usage permissions and restrictions granted under the Agreement. Nothing in this Agreement limits liability that cannot be limited under law.

11.2 Liability Cap

Each party’s aggregate liability to the other in any calendar year for Damages (in contract, tort including negligence or otherwise) arising out of or in connection with the Agreement will not exceed the Fees payable by Client to Zanbato for the applicable Service(s) which forms the basis for the claim(s) during the 12-month period immediately preceding the incident (or the first incident in a series) giving rise to any claim for those Damages.

11.3 Exclusions

Neither party will be liable for any:

indirect, incidental, punitive, special or consequential Damages arising out of or in connection with the Agreement;
loss of data; or
loss of profits (except with respect to the Fees); even if such Damages or losses in (a)-(c) could have been foreseen or prevented.

11.4 Force Majeure

Neither party will be liable for any Damages or failure to perform its obligations under the Agreement due to circumstances beyond its reasonable control. If such circumstances cause material deficiencies in the Services and continue for more than 30 days, either party may terminate any affected Service upon notice to the other party.

12. INDEMNITY

12.1 Zanbato Indemnity

Zanbato will indemnify Client against Damages Client incurs as a result of any third-party claim that the Services infringe the Intellectual Property Rights of a third party in the locations where Client is permitted by Zanbato to use the Services, except if the Damage results from:

modification of all or part of the Service other than by Zanbato;
use of a version of the Service after Zanbato has notified Client of a subsequent version; or
Client’s breach of the Agreement. This indemnity will extend to Client’s Affiliates to which Client makes the Services available in accordance with the Agreement.

12.2 Third Party Limitation

Where the indemnity obligation in Clause 12.1 (Zanbato Indemnity) arises from customer Contributed Data, Zanbato’s monetary liability to Client will be limited to the amount Zanbato recovers from the relevant customer, divided by the number of other actual or potential claims by Zanbato customers (including Client) against Zanbato arising from such Contributed Data.

12.3 Zanbato’s Remedial Options

Zanbato may remedy any alleged or anticipated infringement of a third-party Intellectual Property Right by:

procuring the right for Client to continue using the Service in accordance with this Agreement;
replacing affected Information and/or Materials with replacement(s) that do not alter the fundamental nature of the relevant Service; or
taking the actions in Clause 8.1 (External Triggers).

12.4 Client Indemnity

Client will indemnify Zanbato and its Affiliates and their respective officers, directors, employees, successors, assigns, licensees, distributors, contractors, and agents against Damages they incur as a result of a third party claim:

alleging that their use of Client Materials infringes the Intellectual Property Rights of a third party;
arising from Client’s, its Affiliates’ or their respective sub-contractors’ or customers’ use of the Services or Information;
asserted by any person accessing any part of a Service through Client (except to the extent of any indemnity Zanbato provides under Clause 12.1 (Zanbato Indemnity)).

12.5 Conduct of Claims

The indemnification obligations in Clause 12 are conditioned on the indemnified party:

providing the indemnifying party with prompt notice of the details of the claim and, if the indemnifying party requests it, control of the claim; provided, however, failure to so notify shall relieve the notifying party from the obligation to indemnify only to the extent the other party suffers actual prejudice as a result of such failure, but shall not relieve it from its obligation to provide reimbursement;
co-operating, at the indemnifying party’s request, in the defense or prosecution of the claim; and
not making any admission or taking steps to settle any claim without the indemnifying party’s prior written approval. The indemnified party may participate, at its expense, in the defense of any such claims through legal counsel of its choice.

13. MISCELLANEOUS

13.1 Notices

All notices under the Agreement must be in writing and sent by email (except for notices of breach of the Agreement which may not be sent by email) or registered mail, courier, fax or delivered in person at the address set out on the latest Order Form between the parties (or such other more recent address notified to the other).

13.2 Client money

Zanbato is not permitted or authorized by regulators to hold Client money on behalf of Client. Therefore, it is imperative that Client submits the exact amount charged for the relevant Service. If Client overpays any invoice, Zanbato shall, once identified, refund the overpayment in an appropriate and reasonable time frame.

13.3 Investigation

Client agrees to cooperate with Zanbato and any regulator in any investigation or other inquiry regarding Client’s use of the Services.

13.4 Choice of Law and Jurisdiction

The Agreement and any dispute or claim arising out of or in connection with the Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the State of New York’s conflicts of laws rule to the extent those rules would require applying another jurisdiction’s laws. Each party hereby consents to the non-exclusive jurisdiction of the federal and state courts of the State of New York to settle all disputes or claims arising out of or in connection with the Agreement.

13.5 Assignment

Neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement without the other party’s prior written consent, which may not be unreasonably withheld or delayed. Any assignment in violation of this clause shall be null and void. However, Zanbato may, without Client’s consent, assign the Agreement or any rights granted in the Agreement, in whole or part, either

to an Affiliate;
in connection with Zanbato’s or an Affiliates’ sale of a division, product or service; or
in connection with a reorganization, merger, acquisition or divestiture of Zanbato or any similar business transaction.

13.6 Affiliate Rights

Clauses 4.1 (Obligations of the Parties), 5 (Usage Permissions and Restrictions), 6 (Intellectual Property and Feedback), 8.7 (Delete or Return Information and Materials), 9 (Confidentiality), 10 (Disclaimers), 11 (Limitation of Liability), 12.4 (Client Indemnity), and 12.5 (Conduct of Claims) benefit Zanbato’s Affiliates to the same extent as they would benefit Zanbato. The limitations and exclusions set out in Clause 11 (Limitation of Liability) will apply with respect to all such recipients of a claim under each Agreement so that the aggregate liability will not exceed that applying to one recipient of a claim. Zanbato’s Affiliates may exercise their rights directly or Zanbato may exercise such rights on their behalf.

13.7 Severability

If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement.

13.8 No Waiver

If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy.

13.9 Entire Agreement and Non-Reliance

The Agreement contains the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any representations made by the other party that are not expressed in the Agreement.

13.10 Signature and Amendment

The Agreement is binding when countersigned by Client provided that Client has not made any changes to the Agreement. The Agreement may be varied only by a written amendment signed by both parties.

14. DEFINITIONS AND INTERPRETATION

“Affiliate” in the case of Zanbato, Zanbato, Inc. and any entity that, from time to time, is directly or indirectly controlled by Zanbato, Inc.; in the case of Client, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of Client. “Control” means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement”these Data Program Terms and Conditions, all Order Forms governed by these Data Program Terms and Conditions, and other schedules, exhibits or addenda referred to or incorporated in them, each between the same parties.

“Client”the entity signing an Order Form.

“Client Materials”means (a) information, software, or other materials provided to Zanbato by or on behalf of Client, which Zanbato is required to use or modify in the provision of a Service, and (b) Client’s Contributed Data.

“Confidential Information”information in any form, whether oral or written, of a business, financial or technical nature which the recipient reasonably should know is confidential and which is disclosed by a party in the course of the Agreement, but excluding the information listed in Clause 9.2 (Confidentiality Exceptions) and Contributed Data.

“Contributed Data”information created by Zanbato customers and provided to Zanbato, and accepted by Zanbato, for inclusion in any service of Zanbato or its Affiliates for distribution to its customers.

“Damage(s)”any loss, damage or cost.

“Derived Data”Information modified by Client (e.g., perform calculations or combining it with other data) to such a degree that it cannot be recognized as deriving from the Information, reverse engineered or otherwise traced back to the Information, without an extraordinary amount of time and effort other than by the creator. All other Information that does not satisfy these criteria constitutes “Information.”

“Disclosing Party”a party who discloses Confidential Information, and a party’s Affiliates who disclose Confidential Information.

“Distribute”to send within any of Client’s offices or any of Client’s Subsidiary’s offices, in each case, which receive Information.

“Fees”fees Zanbato charges for the supply of a Service as specified or referred to in the relevant Order Form(s).

“Index”means the Index Values, as well as the list of Index Constituents and their weights in the Index.

“Index Constituent”means a discrete security or other financial instrument which is aggregated with one or more other securities or financial instruments to form an Index.

“Index Value”means a numeric value aggregated from the values of two or more Index Constituents as determined by the prices and the weight of the securities or financial instruments in the Index.

“Information”the information (including, but not limited to, data, text, images and sound recordings) contained in the relevant Service in raw form and such information as it may be modified by Client, except to the extent that the modified information is Derived Data.

“Insubstantial Portions”limited extracts which have no independent commercial value.

“Intellectual Property Rights”database rights, design rights, moral rights, the rights in and to patents, trademarks, service marks, trade and service names, copyrights, know-how and trade secrets, and all rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising.

“Materials”hardware, software, and related documentation supplied by Zanbato or its Affiliates.

“Non-Systematic”use on an infrequent basis and not automatically generated by machine or regularly created by individual Users.

“Order Form”the form Zanbato has accepted that lists or describes the Service(s) to be supplied to Client, including any statement of work Zanbato has accepted that details the Services Client orders or setting out additional or specific terms and conditions relating to certain categories or types of Services.

“Personally Identifiable Information”any information relating to an identified natural person or a natural person who can be identified directly or indirectly, by means reasonably likely to be used by the controller of the information, or any other natural or legal person.

“Receiving Party”a party, or a party’s Affiliates, who receives Confidential Information from the Disclosing Party.

“Redistribute”to send outside any of Client’s offices or any of Client’s Subsidiary’s offices in the ordinary course of Client’s business.

“Service(s)”any services or products Zanbato supplies pursuant to an Order Form, which may include Information or Materials.

“Subsidiary”an Affiliate over which a party owns directly or indirectly more than 50% of the issued share capital and over which the party exercises direct or indirect control.

“Zanbato”the Zanbato entity signing these Data Program Terms and Conditions or its Affiliate referred to in Clause 1.1 (Parties) as relevant to the Agreement. Any references to “Zanbato” in the Agreement shall also be read as referring to Zanbato.

“User”(a) each individual employed by Client, or contractor acting under Client’s direction in the ordinary course of Client’s business, in each case authorized or allowed by Zanbato to access the relevant Service; or (b) each group of individuals specifically designated as a User on an Order Form.

Zanbato Privacy Policy

Overview

What kinds of Personal Data does Zanbato use?

For all site visitors

For ZX Users

How does ZX use my personal information?

Fraud Prevention and Legal Compliance

Account Management/Secure Login

Platform Communication

Usage Analytics

Email Platform Activity Updates

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 & NDA’s

For People Doing Non-ZX Private Placement Business with Zanbato

How do Zanbato personnel handle personal data?

Pre-platform Networking

Fraud Prevention and Legal Compliance (Non-Platform)

Cookies and Tracking Technologies

Your Rights

Accessing and Updating information

Right to Erasure and Restriction of Processing

Right to Object

Direct Marketing and Email Preferences

Special Notice For Private Label Users

Resolving Concerns & Disputes

Data Security

Other Third Party Services Used by Zanbato

Other Information

Legally Required Information Disclosure

Privacy Shield Notices

Privacy Shield Certification

Transfer to the United States

Changes to This Privacy Policy

Contact Information

GDPR Designated Representative

Zanbato Privacy Policy

Effective Date: 5 Feb 2025

Overview

Zanbato, Inc. and its affiliates (collectively, “Zanbato”) provide services that help users engage in private securities transactions efficiently, securely, and lawfully. Although our services mainly process information concerning legal entities, we also sometimes have to handle information about natural persons like yourself. To that end, personal information collected by Zanbato is used solely for providing the services for which you have engaged Zanbato.

This Privacy Policy covers Zanbato services provided through zanbato.com and related Zanbato mobile applications (the “Websites”). It describes how Zanbato collects, uses, shares, and secures the personal information you provide. It also describes your choices regarding the use, access and accuracy of your personal information.

What kinds of Personal Data does Zanbato use?

For all site visitors

Regardless of whether you’re signed into Zanbato, we collect basic information associated with your browsing session, such as your IP address, browser type, and preferred language, to effectively display the site for you. We also use cookies provided by Google Analytics solely to track your browsing session’s movement within the Websites. (For more information about what cookies are and how you can control them, check out the section below titled “Cookies and Tracking Technology.” For more information about how Google uses and processes Google Analytics data, see www.google.com/policies/privacy/partners).

We use this data to identify usage patterns and improve our site’s design. In this context, your IP address is used purely as a geographic indicator assigned to an anonymous user. As long as you aren’t signed in, we can’t link this information back to you as an individual.

We do not knowingly collect personal information from minors without proper consent from a parent or legal guardian. If you believe that we may have collected personal information from a minor without the requisite consent, please contact us at privacy@zanbato.com.

For ZX ATS and ZXData Users

The ZX ATS is the Alternative Trading System platform located at zx.zanbato.com, and ZXData is the data platform located at zxdata.zanbato.com. These services (collectively, “ZX”) are only accessible by secure login to users authorized by Zanbato staff. To use ZX, we need to collect and process some of your personal information for a few purposes.

On the ZX ATS, you will have the ability to chat with other ZX ATS users and Zanbato market operators to conduct relevant ZX ATS business. Conversation participants and ZX staff will be able to see your full name in those chats. When a deal has been agreed to and transaction documents are required to be signed, you’ll exchange further personal information as needed.

On both platforms (ZX ATS and ZXData), your personal information may be used by ZX staff for other specific purposes detailed below. In this section, we describe each of our processes, and how we handle the data.

How does ZX use my personal information?

Fraud Prevention and Legal Compliance

When you register for access to the ZX ATS, several financial regulatory agencies require us to collect certain personal information. This “registration information” includes full name, employer, title, business address, business telephone number, and business email address. In addition, before you close a transaction, we are required by the same agencies to have you fill out a “confidential customer questionnaire” which requires the disclosure of further personal information, such as a copy of your driver’s license, passport, or similar government-issued ID.

This information is used to prevent fraud and to comply with applicable law, rules, and regulations.

GDPR Legal Basis: Legitimate Interests (fraud prevention and to allow you to use ZX to transact legally); Legal Obligation.
To Access or Update Info: Some information may be updated at zx.zanbato.com/accounts/settings/ (ZX ATS) or zxdata.zanbato.com/accounts/settings/ (ZXData) , but we may be required to preserve other registration information/customer questionnaire data, as prescribed by applicable law, rules, or regulations. You may contact us at privacy@zanbato.com if you want more details.

Account Management/Secure Login

Your email address, combined with a password of your choosing, will allow you to sign into ZX securely. We may also send you emails where necessary to help you manage your account, for example, if you need to reset your password, or to notify you of a material change to one of our policies.

GDPR Legal Basis: Legitimate Interests (allowing you to securely authenticate & interact with ZX).
To Access or Update Info: visit zx.zanbato.com/accounts/settings/ (ZX ATS) or zxdata.zanbato.com/accounts/settings/ (ZXData) , or contact us by email at privacy@zanbato.com.

Platform Communication

You can use the ZX ATS to chat with other ZX ATS users and Zanbato market operators to conduct relevant ZX ATS business. Conversation participants will be able to see your full name in the chats. Any conversations you have on our platform will be associated with your account and will be captured and stored to comply with applicable law, rules, and regulations or for archival purposes.

GDPR Legal Basis: Legitimate Interests (Providing ZX services, fraud prevention).
To Access or Update Info: To change the way your name is displayed, visit zx.zanbato.com/accounts/settings/ (ZX ATS) or zxdata.zanbato.com/accounts/settings/ (ZXData), or contact us by email at privacy@zanbato.com.

Usage Analytics

When signed in, your activity on ZX is logged and linked to your user id. This data includes information about what pages under zx.zanbato.com or zxdata.zanbato.com you’ve visited, and when such access occurred. ZX staff review this data to better understand usage patterns on ZX. We also review this data periodically to prevent fraud, to monitor suspicious activities, or to comply with applicable laws, rules, and regulations.

GDPR Legal Basis: Legitimate Interests (Improving ZX services, fraud prevention).
To Access or Update Info: Contact us at privacy@zanbato.com if you would like more information about the information we hold.

Email Platform Activity Updates

We’ll use your email address to provide you with a variety of updates about Zanbato. These include feature announcements, platform activity notifications, policy updates, and others. We only send these emails if you have an active user account. Additionally, you can configure your email preferences on the Websites (see below).

GDPR Legal Basis: Legitimate Interests (providing relevant activity updates & marketing based on your preferences).
To Access or Update Info: Configure your Email Notification Settings by signing in, clicking your name in the top right corner, and clicking the “Email Notification Settings” option in the dropdown. The emails you receive also have hyperlinks to the notification settings page.
- Note: certain important emails, such as policy update notifications, will always be sent as long as you have an active user account; please contact us at privacy@zanbato.com if you have concerns with or objections to this.

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

Zanbato licenses a tool called Private Label (“PL”) to clients. When you use a Private Label platform, the private label licensee ultimately makes the decisions about how your data is handled. We describe what our tools do in this section, but be sure to consult the licensee’s Privacy Policy to get the full picture.

How does Zanbato Private Label handle personal information?

Account Management/Secure Login

You or the licensee can create an account on Private Label for you. Your email address, combined with a password of your choosing, will allow you to sign in securely. We send you emails whenever necessary to help you manage your account, for example, if you need to reset your password, or to notify you of a material change to one of our policies.

Your full name may also be linked with your account at registration.

GDPR Legal Basis: Legitimate Interests (allowing you to securely authenticate & interact with PL).
To Access or Update Info: visit /accounts/settings/ on your portal, or contact the controller.

Email Platform Activity Updates

We use your email address to provide you with a variety of updates about Zanbato. These include feature announcements, platform activity notifications, policy updates, and others. We only send these emails if you have an active user account. You can configure your email preferences on the Websites (see below).

GDPR Legal Basis: Legitimate Interests (providing relevant activity updates & marketing based on your preferences).
To Access or Update Info: Configure your Email Notification Settings by signing in, clicking your name in the top right corner, and clicking the “Email Notification Settings” option in the dropdown. The emails you receive also have hyperlinks to the notification settings page.
- Note: certain important emails, such as policy update notifications, will always be sent as long as you have an active user account; please contact us at privacy@zanbato.com if you have concerns with or objections to this.

Closing Room & NDAs

Features such as Closing Room and NDA may use names and/or emails as necessary to create relevant paperwork for signature. This data is processed by a third party digital signature service (described below). We ensure that this service only uses this data for providing the tool as described.

GDPR Legal Basis: Legitimate Interests (allowing users to create their own digital contracts).
To Access or Update Info: Visit the page for the relevant feature, or email us at privacy@zanbato.com
Third Party Transfers: The Zanbato digital signature service is provided by HelloSign, a Data Privacy Framework certified U.S. organization. Their privacy policy can be found at https://www.hellosign.com/privacy.

Cookies and Tracking Technologies

Zanbato and its partners use cookies or similar technologies to analyze trends, administer our Websites, track users’ movements around the Websites, and gather demographic information about our user base as a whole. You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functions on our Websites or service.

In the future, we may partner with a third party to manage our advertising on other sites. Such a third party partner may use cookies or similar technologies to provide you advertising based upon your browsing activities and interests. To opt out of interest-based advertising click here or if located in the European Union click here. Please note you would continue to receive generic ads.

Your Rights under GDPR

You have certain rights with respect to your personal data, as described below. You will not have to pay a fee to exercise any of these rights.

Accessing and Updating information

At any time, you can request from us information about whether we store, use or share any of your personal data and what kinds of personal data we hold about you.

If you have an account on a Zanbato platform, you may sign into your account at any time to view your profile and review commonly processed personal information. Your account profile will allow you to update some of your personal information directly.

To request information or request changes, contact us at privacy@zanbato.com and we’ll respond to your request within a reasonable timeframe (no longer than 30 days from receiving your request).

Right to Erasure and Restriction of Processing

You may request that your personal information be removed from Zanbato’s systems, or that Zanbato restrict all further processing of your data. Please note that our ability to comply with your request will depend on the specifics of your circumstances, including if processing your personal data is required for us to continue providing a service, or to comply with applicable law, rules, and regulations, but we will assist you as best we can.

To request data erasure or processing restrictions,contact us at privacy@zanbato.com and we’ll respond to your request within a reasonable timeframe (no longer than 30 days from receiving your request).

Right to Object

You may object to processing of your personal data where such processing was carried out under the basis of legitimate interest. Please note that our ability to comply with your request will depend on the specifics of your circumstances, including if processing your personal data is required for us to continue providing a service, or to comply with applicable law, rules, and regulations, but we will assist you as best we can.

To object to processing of your personal data, contact us at privacy@zanbato.com and we’ll respond to your request within a reasonable timeframe (no longer than 30 days from receiving your request).

Right of Data Portability

You have the right to receive an electronic copy of the personal data that you have provided to us, or ask us to send that information to another company (the “right of data portability”). If you wish to receive or send such data, please contact us at privacy@zanbato.com.

Right to Withdraw Consent

Where we are relying on consent to process your personal data, you have the right to withdraw that consent at any time. However, withdrawing consent will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.

Direct Marketing and Email Preferences

Note that in the case of direct marketing emails, we provide an Unsubscribe link which allows you to opt-out automatically. You can also configure your email preferences by signing into your Zanbato account and visiting your account settings page, or by contacting us at privacy@zanbato.com.

Special Notice For Private Label Users

Zanbato acknowledges that you have the right to access your personal information. In the case of Private Label platforms, Zanbato may not have a direct relationship with the individuals whose personal data it processes.

To access, correct, amend, or delete inaccurate data, you should direct your query or request to the data controller responsible for operating the Private Label portal. If requested by the controller to remove data, we will respond within a reasonable timeframe (no longer than 30 days from receiving your request). Please note that our ability to comply with the request will depend on certain circumstances, including if processing your personal data is required for us to continue providing a service, or to comply with applicable law, rules, and regulations.

Special Categories of Personal Data

We do not, unless you explicitly consent, process any of your personal data in the following special categories: (i) personal data revealing your racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; (ii) genetic data; (iii) biometric data for the purpose of uniquely identifying you; or (iv) data concerning your health, sex life, or sexual orientation.

If personal data is to be used in a way not previously disclosed or shared with external parties not covered in this Privacy Policy, you will be provided the opportunity to opt-out.

Automated Processing

We do not use your personal data to make automated decisions about you without any human input. If we ever begin to do so, if and as applicable, and to the extent required by applicable laws, rules, or regulations, we will endeavor to implement suitable safeguards, including, for example, an opportunity for you to request human intervention, express your point of view, contest any decisions made, and request that we restrict the use of your personal data for the purposes of these automated decisions.

Data Security

Zanbato follows industry-standard best practices to protect your personal information. On a Zanbato platform, all data is encrypted both in-transit and at-rest. Access to sensitive systems, physical or digital, is secured and limited to qualified systems administrators.

Note that no data transmission over the Internet can be fully guaranteed to be completely secure. Accordingly, we cannot ensure or warrant the security of any information that you transmit to us, so you do so at your own risk.

If you have any questions about security on any Zanbato platform, please contact us at support@zanbato.com.

Other Third Party Services Used by Zanbato

We utilize the services of third parties to power the Websites. As a result, your personal data may be transferred to the entities listed below, in addition to any already listed above, or other service providers as necessary to provide the relevant service.

In all cases, through our service agreements with our service providers, we make sure that our service providers only process personal data as necessary to provide the relevant service, and that they provide at least the same level of protections Zanbato provides for your personal data of similar nature; these requirements also apply to any third parties used by our service providers.

Amazon Web Services provides the backbone for ZX and PL, hosting our databases, web servers, and other related systems.
- Personal data processed: All personal data processed through ZX and PL (as described above).
- Transfer destination: United States (under Data Privacy Framework)

Google provides our communications management infrastructure through G Suite.
- Personal data processed: Email addresses and email content.
- Transfer destination: United States (under Data Privacy Framework)

Global Relay provides an archiving solution for platform communication to comply with applicable law, rules, and regulations.
- Personal data processed: Chat conversation participants and message content.
- Transfer destination: Canada (Canada is recognized by the European Commission as an “adequate” jurisdiction that offers a level of data protection similar to the EEA).

Other Information

Legally Required Information Disclosure

We reserve the right to disclose your personal data as required by applicable laws, rules, and regulations or when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal, regulatory, governmental, or administrative process or request. In certain situations, Zanbato may disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

If Zanbato is involved in a merger, acquisition, or sale of all or a portion of its assets, including transfers made as part of insolvency or bankruptcy proceedings, personal data may be one of the transferred business assets. You will be notified by email (sent to the e-mail address specified in your account) or by means of notice on the relevant Website of any change in ownership or uses of your personal data, as well as any choices you may have regarding your personal data.

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

Zanbato and our U.S. affiliates, including Zanbato Securities LLC, comply with the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework as set forth by the U.S. Department of Commerce. Zanbato has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles with regard to the processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) under the UK Extension to the EU-U.S. DPF. Zanbato has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern. To learn more about the Data Privacy Framework program, and to view our certification, visit the U.S. Department of Commerce’s Data Privacy Framework List.

Zanbato is responsible for the processing of personal data it receives, under the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and Swiss-U.S. DPF, and subsequently transfers to a third party acting as an agent on its behalf. Zanbato complies with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and Swiss-U.S. DPF for all onward transfers of personal data from the EU, UK, and Switzerland, including the onward transfer liability provisions.

With respect to personal data received or transferred pursuant to the Data Privacy Framework, Zanbato is subject to the regulatory enforcement powers of the U.S. Federal Trade Commission. In certain situations, Zanbato may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

In compliance with the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF, Zanbato commits to refer unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF to TRUSTe, an alternative dispute resolution provider based in the United States. If you do not receive timely acknowledgment of your DPF Principles-related complaint from us, or if we have not addressed your DPF Principles-related complaint to your satisfaction, please visit https://feedback-form.truste.com/watchdog/request for more information or to file a complaint. These dispute resolution services are provided at no cost to you.

For complaints regarding EU-U.S. DPF, the UK Extension to the EU-U.S DPF, and Swiss-U.S. DPF compliance not resolved by any of the other DPF mechanisms, you have the possibility, under certain conditions, to invoke binding arbitration. Further information can be found on the official DPF website: https://www.dataprivacyframework.gov/s/article/ANNEX-I-introduction-dpf?tabset-35584=2.

Changes to This Privacy Policy

We may update this Privacy Policy to reflect changes to our information practices. If we make any material changes we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice on the relevant Website prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices.

Contact Information

If you have any questions or concerns related to this Privacy Policy, you may contact us in writing at Zanbato, Inc., 715 N. Shoreline Blvd., Mountain View, CA 94043 or email us at support@zanbato.com (general inquiries) or privacy@zanbato.com (for questions about personal data). In addition, if you are a resident of the European Union, Switzerland, or the UK, you have the right to complain to a Data Protection Authority if you believe that your personal data has been collected or used in violation of relevant privacy requirements.

GDPR Designated Representative

For the purposes of GDPR, our designated representative based in the EU is Christopher Fenichell. Our representative may be reached in writing at Zanbato UK Ltd., 52 Debden Road, Saffron Walden, Essex, CB11 4AB, United Kingdom, or by email at cfenichell@zanbato.com.

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

Usage Analytics

Email Platform Activity Updates

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

Cookies and Tracking Technologies

Your Rights under GDPR

Accessing and Updating information

Right to Erasure and Restriction of Processing

Right to Object

Right of Data Portability

Right to Withdraw Consent

Direct Marketing and Email Preferences

Special Notice For Private Label Users

Special Categories of Personal Data

Automated Processing

Data Security

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

Contact Information

GDPR Designated Representative