Insights

Zanbato, Inc. Privacy Policy

Effective Date: 19 Feb 2020

Overview

Zanbato, Inc. and its affiliates (“Zanbato”) provide services which help users engage in private securities transactions efficiently, securely, and lawfully. Our services mainly process information concerning legal entities—but to ensure business is done properly, we’ll also have to handle information about natural persons like yourself. To that end, personal information collected by Zanbato is used solely for providing the service for which the Client (“you”) has engaged Zanbato.

This Privacy Policy covers Zanbato services provided through zanbato.com and the Zanbato mobile application. It describes how Zanbato collects, uses, shares and secures the personal information you provide. It also describes your choices regarding use, access and correction of your personal information.

What kinds of Personal Data does Zanbato use?

For all site visitors

Regardless of whether or not you’re signed into Zanbato, we collect basic information associated with your browsing session, such as your IP address, browser type, and preferred language, in order to effectively display the site for you. We also use cookies provided by Google Analytics solely to track your browsing session’s movement within zanbato.com. (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 as described in this Privacy Policy and we will investigate and promptly address the issue.

We will retain your Personal Information for the period necessary to fulfill the purposes outlined in this Privacy Notice unless a longer retention period is required or permitted by law.

For ZX Users

ZX is the exchange platform located at trading.zanbato.com and is only accessible to users authorized by Zanbato staff. To use ZX, we’ll need to collect and process more of your personal information for a few purposes.

At a high level, ZX is a mediated deal network. It’s built so your personal information is generally only visible to ZX staff—up until the point when a deal has been agreed and everyone needs to sign on the dotted line.

Read on to learn about the ways ZX handles your personal info. In this section, we’ll 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, several financial regulatory bodies require us to collect various personal information. This “registration information” includes full name, employer, title, business address, business telephone number, and business email address. In addition, before you may close a transaction on the site, we are required by the same bodies to have you fill out a “confidential customer questionnaire.” This form may request the ID number of your driver’s license or passport.

We use this standard financial industry information only as absolutely necessary to prevent fraud and to comply with legal requirements.

• 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 trading.zanbato.com/accounts/settings/, but we may be required to preserve other registration information/customer questionnaire data, as prescribed by applicable law. 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’ll also send you emails whenever necessary to help you manage your account - for example, if you need to reset your password, or if a major change to one of our policies is coming up.

• GDPR Legal Basis: Legitimate Interests (allowing you to securely authenticate & interact with ZX)
• To Access or Update Info: visit trading.zanbato.com/accounts/settings/ or contact us by email.

Platform Communication

You’ll be communicating often with ZX staff in order to use the platform. As a result, ZX staff will be able to see your full name when you are chatting with them. Any conversations you have in our system will be associated with your account.

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

Usage Analytics

When signed in, your activity on the Zanbato Platform is logged and linked to your user id. This data includes information about what pages under trading.zanbato.com you’ve visited, and when. ZX staff review this data to better understand usage patterns on ZX. We also review this data periodically to prevent fraud and monitor suspicious activities as necessary.

• 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’re an active client. Additionally, you can configure your email preferences on the website itself (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 your account remains active; 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 licensee ultimately makes the decisions about how your data is handled. We’ll 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 your employer (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’ll also send you emails whenever necessary to help you manage your account - for example, if you need to reset your password, or if a major change to one of our policies is coming up.

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’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’re an active client. Additionally, you can configure your email preferences on the website itself (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 your account remains active; 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 Privacy Shield certified U.S. organization. Their privacy policy can be found at https://www.hellosign.com/privacy.

For People Doing Non-Platform Business with Zanbato

How do Zanbato personnel handle personal data?

Pre-platform Networking

Before signing up for the platform, you’ll likely talk with one of our representatives in person, over the phone, or by email. If we reach out to you first, we’ll let you know where we got your contact information from—generally speaking, this would be by referral from one of your colleagues, or if you asked us to get in touch after a networking event. This information may include your email, telephone number, and/or email address.  When you provide us with personal information about your contacts we will only use this information for the specific reason for which it is provided.  

If you believe that one of your contacts has provided us with your personal information and you would like to request that it be removed from our database, please contact us at privacy@zanbato.com.

• GDPR Legal Basis: Legitimate Interests (Doing business with you, relevant to your interests)
• To Access or Update Info: Ask your contact at Zanbato, or email us at privacy@zanbato.com
• Third Party Transfers:
  • We use CRMs such as Pipedrive and/or Salesforce to keep track of your contact and business information. Each provider is vetted to ensure they protect your personal information and only use it to help us manage our client relations.
  • Google provides our email service and communication infrastructure.

Fraud Prevention and Legal Compliance (Non-Platform)

Several financial regulatory bodies require us to collect various personal information. This “registration information” includes full name, employer, title, business address, business telephone number, and business email address. In addition, before you may close a transaction, we are required by the same bodies to have you fill out a “confidential customer questionnaire.” This form may request the ID number of your driver’s license or passport.

We use this information only as absolutely necessary to prevent fraud and to comply with legal requirements.

• GDPR Legal Basis: Legitimate Interests (fraud prevention); Legal Obligation
• To Access or Update Info: Contact us at privacy@zanbato.com or reach out to the representative who requested your data.

Cookies and Tracking Technologies

Zanbato and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movements around the website, 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 website or service.

We partner with a third party to manage our advertising on other sites. Our third party partner may use cookies or similar technologies in order to provide you advertising based upon your browsing activities and interests. If you wish to opt out of interest-based advertising click here [or if located in the European Union click here]. Please note you will 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. Contact us at privacy@zanbato.com, or in writing at the address in the “Contact Information” section of this policy, and we’ll respond to your request within a reasonable timeframe (no longer than 30 days from receiving your request).

If you have an account on Zanbato, 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 changes to other stored data, send us an email at privacy@zanbato.com.

Right to Erasure and Restriction of Processing

Under certain circumstances, you may request that your personal information be removed from Zanbato’s systems, or that Zanbato restrict all further processing of your data.

If you wish or need to request data erasure or processing restriction, please contact us at privacy@zanbato.com. We’ll get back to you as soon as possible. Please note that our ability to comply with your request will depend on the specifics of your circumstance, including if processing your personal data is required for us to continue providing a service, and any legal obligations we have to abide by, but we will assist you as best we can.

We will respond to your request within a reasonable timeframe (no longer than 45 days from receiving your request).

Right to Object

You have the right to object to any processing of your personal data which was based on legitimate interest.

Please contact privacy@zanbato.com to let us know your objection so we may assist you with your concerns. Again, please note that our ability to comply with your request will depend on the specifics of your circumstance and any legal obligations we have to abide by, but we will assist you as best we can.

Right of Data Portability

You have the right to receive an electronic copy of 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 with your request.

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 object and opt-out automatically. You can also configure your email preferences by signing into Zanbato 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. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct their query to the data controller responsible for operating the Private Label portal. If requested to remove data we will respond within a reasonable timeframe (no longer than 30 days from receiving your request). In certain circumstances we may be required by law to retain your personal information, or may need to retain your personal information in order to continue providing a service.

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.

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 law, 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.

Resolving Concerns & Disputes

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request.

Under certain conditions, more fully described on the Privacy Shield website, you may invoke binding arbitration when other dispute resolution procedures have been exhausted.

Data Security

Zanbato follows industry-standard best practices to protect your personal information. On the 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 and 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 the Zanbato Platform, please contact us at support@zanbato.com.

Other Third Party Services Used by Zanbato

We utilize a number of third parties to power Zanbato, in addition to the ones listed above. As a result, your personal data may be transferred to the entities below and/or other service providers as necessary.

In all cases, we make sure that our service providers only process personal data as absolutely necessary to provide the functions we’ve described. This constraint is enforced through our service agreements with the third parties. We also use contracts to ensure that they provide at least the same level of protections for your personal data when we transfer it to them, and that these requirements also apply to any third parties used by our service providers, as well.

• 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 Privacy Shield framework)

• Google provides our communications management infrastructure through G Suite.
  • Personal data processed: Email addresses, phone numbers & related communication.
  • Transfer destination: United States (under Privacy Shield framework)

Other Information

Legally Required Information Disclosure

We reserve the right to disclose your personal data as required by laws or 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 process. 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.

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 via email and/or a prominent notice on the Site of any change in ownership or uses of your personal data, as well as any choices you may have regarding your personal data.

Privacy Shield Notices

Privacy Shield Certification

Zanbato and our U.S. affiliates including Zanbato Securities LLC; Zanbato Holding Company LLC; Convexity I, LLC; IIZ Discovery LLC; North Shoreline Ventures I LLC; and North Shoreline Ventures III, LLC participate in and have certified their compliance with the EU-U.S. and the Swiss-US Privacy Shield Framework.

Zanbato is committed to subjecting all personal data received from European Union (EU) member countries and Switzerland, in reliance on the Privacy Shield Framework, to the Framework’s applicable Principles. To learn more about the Privacy Shield Framework, visit the U.S. Department of Commerce’s Privacy Shield List.

Zanbato is responsible for the processing of personal data it receives, under the Privacy Shield Framework, and subsequently transfers to a third party acting as an agent on its behalf. Zanbato  complies with the Privacy Shield Principles for all onward transfers of personal data from the EU and Switzerland, including the onward transfer liability provisions.

With respect to personal data received or transferred pursuant to the Privacy Shield 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.

Transfer to the United States

Our company and its infrastructure are based within the United States. Keep in mind that this means your personal data will be transferred to the U.S. for processing when interacting with Zanbato.

The European Commission recognizes that companies in the U.S., under the Privacy Shield framework, provide adequate protection for the transfer of personal data. If we ever need to transfer data to a non-recognized country or U.S. company, we will let you know.

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 this 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., 711 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, 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.

ZANBATO SECURITIES LLC TERMS OF USE

Your access to and use of (i) this Website, which is operated by Zanbato Securities LLC ("BROKER-DEALER") with technology provided by Zanbato, Inc. ("ZI"), (ii) all industry or financial data and information services which may be owned or operated by or on behalf of BROKER-DEALER, ZI or Zanbato Securities LLC ("ZS") (collectively, with the affiliates of ZI, "Zanbato"), and (iii) all third party data, information, and services that may be provided by, on behalf of, or through BROKER-DEALER or Zanbato ((i)-(iii) collectively, the "Site") will be governed by the following terms and conditions of use ("Terms of Use") and the Privacy Policy posted separately on the Site. The Site, and the information contained on or available through the Site, may be accessed only by persons who have been authorized by BROKER-DEALER or Zanbato and, if an employee of a customer of BROKER-DEALER, by their employer, to use the Site pursuant to these Terms of Use (a "User"). By clicking the ACCEPT button at the end of these Terms of Use, you represent that you are a User and that you accept these Terms of Use and the separate Privacy Policies of BROKER-DEALER and Zanbato and agree to be bound by them.

If you, or your employer, do not wish to be bound by these Terms of Use, you must not use the Site.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE.

Section 1 - SCOPE AND SITE STRUCTURE

1.1 Structure & Links

1.1.1 The Site. Through the Site, you can access and view investment industry information, including individual assets, portfolios of assets, limited partnership or similar interests in funds or assets, and other opportunities available for investment, together with related financial highlights, investment details, and other data and information provided, as the case may be, by third-parties or Users (collectively, "Third-Party Contributors" and "Third-Party Content") or by BROKER-DEALER or Zanbato ("BROKER-DEALER and Zanbato Content"). All data, databases, graphics, research, information, opinions, statements, security identifiers, industry classifications, and other material (in any form or media) provided by BROKER-DEALER, Zanbato, any Third-Party Contributor, or any other third party (collectively, "Information Providers") that is accessible or made available on or through the Site, including all Third-Party Content and BROKER-DEALER and Zanbato Content, will be collectively referred to in these Terms of Use as "Site Content." Site Content will not include any Linked Site Content (as defined below).

1.1.2 The Linked Sites. Your use of the Site or Site Content may lead you, via a hyperlink or otherwise, to Web sites independently owned and operated by Third-Party Contributors or other third parties (collectively, the "Linked Sites"). If you click-through to any Linked Site, either directly or indirectly through the Site, you acknowledge and agree that you will be subject to the terms and conditions of usage and privacy policies applicable to such Linked Sites, which are not controlled by Zanbato or BROKER-DEALER. All data, software, databases, graphics, research, information, opinions, statements, security identifiers, industry classifications, or any other material (in any form or media) that is accessible or made available on or through the Linked Sites will be collectively referred to in these Terms of Use as "Linked Site Content."

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

1.3 Status of the Site. The Site Content and the Linked Site Content do 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 Site Content. BROKER-DEALER and Zanbato will not have any liability to any person for any reliance on, interpretation or analysis of, or investment decisions, action, or inaction based upon information obtained from the Site.

1.4 Scope of Use.

1.4.1 Access. You agree to access and use the Site and all Site Content 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 Site and all Site Content (i) solely for your own personal use in connection with the lawful internal business purposes of your company; and (ii) in compliance with these Terms of Use, all restrictions which may be imposed by any Information Provider, BROKER-DEALER and/or Zanbato all applicable local, state, and national laws and regulations and the ZS ATS Rulebook (the "Rulebook").

1.4.3 Restrictions on Use. Except as may be otherwise specifically authorized in a signed writing by BROKER-DEALER and Zanbato, you will not (i) directly or indirectly grant anyone else access to, or permit anyone else to access or use, the Site or any Site Content or Linked Site 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 BROKER-DEALER on behalf of you or your employer; (ii) copy, display, publish, republish, upload, distribute, transfer, sell, assign, rent, timeshare, or sub-license any Site Content, Linked Site Content or access thereto; (iii) resell or otherwise distribute your Log-In Credentials (as defined below) displayed on the ATS; (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 Site Content or Linked Site Content, or any part thereof, including any software or any product or service identifications, author attributions, copyright notices, disclosures, disclaimers, trade names, trademarks, or proprietary restrictions in such Site Content or Linked Site Content or any associated documentation; (v) create a separate database of any Site Content or Linked Site Content or merge any part of the Site Content or Linked Site Content with or into other software, or create derivative works based upon the Site Content or Linked Site Content; (vi) post any Site Content or Linked Site Content on any intranet, extranet, or other application, system, or location; (vii) use any Site Content or Linked Site Content to construct or facilitate the construction of any products or services that compete with the Site or the Site Content; (vii) use information which you have received through access to the Site or Linked Site Content as to the workings of the Site for any purpose whatsoever (other than use of the Site), including without limitation competition with the Site; or (viii) take or authorize any action that could detrimentally interfere with the proper workings of the Site or any Linked Site. When you use the Site and any Linked Site, you will be permitted to view such Information as is permitted by BROKER-DEALER, Zanbato and the Information Provider. Only BROKER-DEALER or one of its authorized registered representatives may place an indication of interest or order, on your behalf, if and when such indication of interest or order is approved by BROKER-DEALER.

1.4.4 Entitlement Rights. Please note that you may not be able to gain access to all of the Site Content. Your entitlement to Site Content may be limited by (i) applicable laws and regulations (including securities laws), (ii) Zanbato and/or BROKER-DEALER, and/or (iii) internal policies and practices of the applicable Information 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 Site Content. BROKER-DEALER and Zanbato disclaim any and all liability associated with entitlement decisions made by them or by Information Providers.

1.5 Intellectual Property and Proprietary Rights. You agree that any and all Site Content, including as it is constructed, compiled, prepared, selected and arranged by the Information Providers, (i) may constitute valuable proprietary information and commercial property of the Information 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 Information Providers. You acknowledge that, other than a right to use the Site and the Site Content as contemplated by these Terms of Use, neither BROKER-DEALER, Zanbato, nor any other Information Provider by giving you access to the Site and the Site Content is granting you any proprietary rights in the Site, any Site Content, 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 Site, 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 BROKER-DEALER and Zanbato and the other applicable Information Providers, either as provided directly to BROKER-DEALER and Zanbato and/or the other applicable Information Providers by your employer or as prompted by the Site, and (ii) maintain and promptly update the Registration Data and Access Data, or similar information provided directly to any Information Provider, and to keep the same true, accurate, current, and complete.

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

1.7 Log-In Credentials; Security.

1.7.1 Log-In Credentials. Zanbato shall provide separate log-in credentials (a "Log-In Credential") to you if you are designated by notice from BROKER-DEALER to Zanbato and approved by BROKER-DEALER and Zanbato to access the Site. The Log-In Credential will permit you to access and use the ATS. BROKER-DEALER and you shall keep your Log-In Credential strictly confidential using at least the same degree of care that BROKER-DEALER uses to protect its 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 the request of BROKER-DEALER or a customer of BROKER-DEALER by whom you are employed or engaged to terminate a Log-In Credential provided to you, Zanbato 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 BROKER-DEALER and Zanbato of the same, and Zanbato 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 BROKER-DEALER, you must, through BROKER-DEALER, 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 Site and the Linked Sites 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 Site and the Linked Sites shall constitute a breach of such obligations by you. Customers of BROKER-DEALER shall monitor each of their Authorized Customer Delegee's access to and use of the Site and the Linked Sites 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 BROKER-DEALER, 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 BROKER-DEALER, you agree to be bound by the terms of all indications of interest or orders placed on or through the Site by BROKER-DEALER at your request or the request of any of your Authorized Customer Delegees.

1.8 User Provided Content. All Site Content (other than the BROKER-DEALER and Zanbato Content and Linked Site Content), including comments, questions, and opinions uploaded, expressed, or submitted to a message board, blog, or other publicly available section of the Site (including password-protected areas) and all responses thereto are solely the opinions and responsibility of the person or entity submitting them and not BROKER-DEALER and Zanbato. You understand and acknowledge that you are responsible for whatever content you submit and that you, not BROKER-DEALER or Zanbato, 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 Site, 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 Site. You grant to BROKER-DEALER and Zanbato the perpetual, irrevocable, transferable, worldwide, royalty-free right and license to use all content you upload or otherwise transmit to the Site in any manner BROKER-DEALER and Zanbato may choose in connection with the Site. BROKER-DEALER and Zanbato reserve the right, but do not assume any responsibility, to remove any material posted on the Site which BROKER-DEALER and Zanbato, in their sole discretion, deem inconsistent with the foregoing commitments, including without limitation any material as to which BROKER-DEALER or Zanbato has been notified, or have reason to believe, constitutes a copyright infringement. BROKER-DEALER and Zanbato can neither review all material before it is posted on the Site nor ensure prompt removal of objectionable material after it has been posted. Accordingly, BROKER-DEALER and Zanbato will have no liability for any action or inaction regarding or otherwise involving Third-Party Content.

1.9 Right to Terminate User Access. BROKER-DEALER and Zanbato reserve the right to limit, restrict, and terminate your access to and use of the Site at any time, in whole or in part, with or without cause in its sole discretion and without notice. No Information Provider, BROKER-DEALER or Zanbato will have any liability in connection with such limitation, restriction, or termination of your access to or use of the Site.

Section 2 - INDEMNIFICATION

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

Section 3 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

3.1 Disclaimers; Site, Site Content and Linked Site Content. The Site Content and the Linked Site Content are provided to facilitate identification of investment opportunities by sophisticated investors and to provide a vehicle for access to related information, and are not a confirmation of any opinion or information contained therein. Neither Zanbato nor BROKER-DEALER make any representation or warranty as to the contents of any Linked Site or any Site Content provided by a third party. The Site Content and Linked Site Content generally speak only as of the date issued. You should not rely on the Site Content and Linked Site Content as expressing the applicable Information Provider's current opinion or as representing current information. The Site Content and Linked Site Content may contain or provide credit, quality, risk and other ratings, research and generalized investment opinions obtained from various sources. You agree that such Site Content and Linked Site Content (i) are impersonal in nature and subject to change or withdrawal without notice, (ii) do not constitute legal, accounting, tax or investment advice, (iii) do not take into account your investment objectives, financial situation or particular needs, (iv) do 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) are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, or disclosures, and any copyright or proprietary notices, and (vi) are provided for informational purposes only. You also agree that (m) any disclaimers, restrictions, disclosure, or hedge clauses in such Site Content and Linked Site 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 Site Content or Linked Site Content that you consult or download, (n) 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 (o) no representation is being made that any reliance on any such Site Content or Linked Site Content will or is likely to achieve profits or losses or any particular results of any kind. You further agree that (x) no Information Provider is under any obligation to provide such Site Content or Linked Site Content to you, (y) if you receive such Site Content through the Site (or Linked Site Content through any Linked Sites) or other means, you may not receive such content at the same time as other customers of the applicable Information Provider or its affiliates, and (z) no Information Provider or its affiliates is under an obligation through the Site to undertake, and may without notice choose not to undertake, to advise you of changes in the Site Content made available through the Site (or any Linked Site Content made available through any Linked Site) or otherwise provided to you.

3.2 Information "As Is" and "As Available"; Advisors. THE SITE, THE SITE CONTENT AND THE LINKED SITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT, OR ANY WEB SITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING IS AT YOUR OWN RISK. BROKER-DEALER AND ZANBATO CANNOT AND DO 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 SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT, OR ANY WEB SITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. IN NO EVENT WILL BROKER-DEALER OR ZANBATO BE LIABLE FOR ANY DECISION MADE OR ACTION OR INACTION TAKEN BY YOU IN RELIANCE ON THE SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT, OR ANY WEB SITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. BROKER-DEALER AND ZANBATO FURTHER EXPLICITLY DISCLAIM, 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 SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT, OR ANY WEB SITE, DATA, SOFTWARE, OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING. BROKER-DEALER AND ZANBATO 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 SITE, ANY LINKED SITE, ANY SITE CONTENT, ANY LINKED SITE CONTENT OR ANY WEB SITE, DATA, SOFTWARE OR INFORMATION ACCESSED OR OBTAINED FROM ANY OF THE FOREGOING, WHETHER OR NOT FORESEEABLE AND EVEN IF ANY INFORMATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. BROKER-DEALER AND ZANBATO USE ADVISORS AND CONSULTANTS WHO ASSIST WITH THE PRESENTATION OF THE SITE AND SITE CONTENT 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 Site has been terminated in accordance with this Section 4.

4.2 Early Termination. Your access to the Site and any Linked Site may be terminated by you, BROKER-DEALER or Zanbato: (i) upon notice, in the event of any action, application or proceeding taken in respect of the bankruptcy or insolvency of you, BROKER-DEALER or Zanbato, (ii) upon notice, in the event you, BROKER-DEALER or Zanbato 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 BROKER-DEALER and Zanbato, 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 Zanbato. In addition to its other rights and remedies hereunder, Zanbato shall have the right to terminate your access to the Site by notice to you: (i) upon the occurrence of any event which would prevent Zanbato from providing the Site to authorized users generally, including, without limitation, any loss or potential loss of regulatory authorization or license by ZS, any change in applicable law affecting the Site or interpretation by any regulatory authority, or any determination by Zanbato to cease providing the Site; (ii) if Zanbato determines, in its sole discretion, that the 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 Site or any Linked Site; or (iii) if Zanbato determines, in its sole discretion, that the security or normal operation of any part of the Site has been compromised and cannot be promptly cured. In the event that Zanbato exercises its rights to terminate this Agreement under this Section 4.3, it shall do so without any liability to you as a result of such termination.

4.4 Effect of Termination. Termination of your access to the Site shall not terminate or otherwise modify your obligations with respect to any liability or matter arising, or if you a customer of BROKER-DEALER, 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 Site (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, BROKER-DEALER and Zanbato. 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 Site (as set forth therein), termination of your access shall not terminate or otherwise modify BROKER-DEALER'S or Zanbato'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 Site. Upon termination of your access to the Site, you shall immediately cease all use of the Site.

Section 5 - REPRESENTATIONS AND WARRANTIES.

5.1 Representations and Warranties.

5.1.1 General Representations. You represent and warrant to BROKER-DEALER and Zanbato 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 of 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 BROKER-DEALER and Zanbato (which representations, warranties and agreements shall be deemed repeated each time you access or use the Site), that:

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

(ii) all information provided by you in writing to BROKER-DEALER and Zanbato (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 BROKER-DEALER, 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 Site, and its use of any software or equipment to access the Site (other than software or equipment provided by BROKER-DEALER or Zanbato) does not violate any third party's Intellectual Property Rights;

(v) if you are a Customer of BROKER-DEALER, you are authorized to enter into the transactions entered into on your behalf through the Site, and each of such transactions, as confirmed by the Site, 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 BROKER-DEALER, 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 Site;

(vii) If you are a customer of BROKER-DEALER, 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 Site are unsolicited transactions, (y) no such transaction will be solicited or recommended by BROKER-DEALER or Zanbato and (z) your decision to enter into any transaction on the Site will be based on your own research and information, or on research and information obtained from a source other than the Site, BROKER-DEALER or Zanbato, and neither BROKER-DEALER, Zanbato nor any of their respective representatives will have any input into your decision to enter into such transaction;

(ix) If you are a customer of BROKER-DEALER, 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 BROKER-DEALER 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 BROKER-DEALER, 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 Site.

You shall notify BROKER-DEALER and Zanbato promptly in the event any of the foregoing representations and warranties become untrue at any time during the term of this Agreement.

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

(i) Zanbato shall not, directly or indirectly, be a principal to any transaction on the Site 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 Zanbato, 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 Zanbato, nor the services provided by Zanbato, nor any other aspect of these Terms of Use shall give rise to any fiduciary duties on the part of Zanbato;

(iii) BROKER-DEALER and Zanbato may receive fees from subscribers to the Site representing both the buyer and seller in respect of a transaction effected through the Site; and

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

Section 6 - NONDISCLOSURE

6.1 Nondisclosure of Confidential Information. 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 Information Provider. You agree to accept an Information Provider's Confidential Information for the sole purpose of evaluation in connection with your business discussions with BROKER-DEALER. 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 BROKER-DEALER 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 Information Provider sufficient prior notice in order to contest such request, requirement or order by notifying the Information 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 BROKER-DEALER 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 Information Provider that (i) is already in your possession prior to disclosure by such Information 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 Information Provider.

Section 7 - MISCELLANEOUS

7.1 Bids, Offers and Firm Orders. "Bids" and “Offers" on the Site represent non-binding indications of interest submitted by Zanbato, BROKER-DEALER or one of their 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 Zanbato or BROKER-DEALER 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, exercizable, 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 Zanbato market operators through its Z-Chat function.

7.2 Entire Agreement. These Terms of Use, together with the Privacy Policy, and as applicable, the Zanbato ATS Rulebook, the Authorized Registered Representative User Agreement, 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.

7.3 Changes. BROKER-DEALER and Zanbato may change the terms of these Terms of Use at any time. The most up-to-date version of these Terms of Use will be available on the Site. You agree that your continued use of the Site will constitute acceptance of any new or modified version of these Terms of Use. If you do not agree with any such amendment, your sole remedy will be to terminate your access to the Site in accordance with Section 4.

7.4 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.

7.5 Governing Law and Arbitration. This Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of laws principles. The parties shall attempt to resolve any disputes under this Agreement in an amicable manner by mediation before a single mediator administered by the American Arbitration Association ("AAA") or Judicial Arbitration & Mediation ("JAMS"), under their respective applicable commercial mediation rules, before resorting to arbitration. Thereafter, any unresolved dispute arising out of or relating to this Agreement shall be settled by binding and non-appealable arbitration administered by the AAA or JAMS under their respective Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the parties in the state or federal courts located in New York and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts.