Insights

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.