1. Privacy Policy

Please refer to our Privacy Policy here, which is incorporated into this Agreement, for information about how we collect, use and disclose information about you.

2. Eligibility

The Services are not targeted toward or intended for use by anyone under the age of 18. You are not permitted to access or use the Services if you are under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (d) do not have more than one Brandjectory account and will maintain one account at any given time, (e) have full power and authority to enter into this legal binding Agreement and in so doing will not violate any other agreement to which you are a party, and (f) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity, its end users and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity, its end users and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

You agree to abide by any limitations specified in these Terms or posted through the Services. Any use of the Services that is not expressly permitted by these Terms is prohibited.

The Services are controlled within the United States of America and are directed to individuals residing in the United States. Those who choose to access or use the Services from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable. Brandjectory does not represent that the Services are appropriate outside the United States of America. Brandjectory reserves the right to limit the availability of the Services for any person, geographic area or jurisdiction at any time in its sole discretion.

3. Accredited Investors

Brandjectory enables Investors to complete self-accreditation of their status as an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, but Brandjectory does not take any steps whatsoever to certify or verify the self-accreditation of any of its Investors. All Users of the Brandjectory Services are advised that Brandjectory does not take any steps to verify the information provided to us by any User and does not and cannot represent nor guarantee that any Investor actually qualifies as an Accredited Investor. Each Brand is solely responsible for conducting diligence on any Investor with whom that Brand interacts through the Brandjectory Services. Further, some of Brandjectory’s Users may be located outside of the United States. Brandjectory does not verify the compliance of any such Users with the applicable securities laws in their home jurisdiction and relies solely on their self-certification that they are in compliance with applicable laws.

4. Terms of Use

You must not use the Services for any unlawful purpose. All information you provide through your Brandjectory account must be truthful, accurate and current. You shall correct any information that is no longer accurate or current or label as such as within the contents of your Profile contents. You must not use the Services to “stalk” or otherwise harass another User or any other person. You must not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

Any funds raised through contact with Investors occurs outside the platform and is between a Brand and Investor, and the Services do not report any tax or regulatory information to any taxing or regulating authority for any User. The beneficiary (i.e. Brand) who will receive funds and Investor(s) who engage in a private transaction, are directly and only responsible for properly completing tax and regulatory documents if required by the relevant taxing and regulating authorities. Users accept the liability associated with proper tax and regulatory reporting and are solely responsible for all interaction with taxing and regulating authorities. Agreeing to these Terms places sole responsibility for proper taxing and regulatory reporting upon the User.

Both Brand and Investor agree that any completed investment transaction resulting from any engagement facilitated by, begun, or continued via the Brandjectory platform (including or through any Brandjectory platform functionality, event, webinar or session) must be reported to Brandjectory within 60 days of transaction close, for use in its marketing and other purposes under the conditions and confidentiality approach as described in the Privacy Policy (https://www.brandjectory.com/privacy-policy).

Brands are not permitted to create a Profile for illegal activities, to cause harm to people or property, or to scam others. Users must comply with all applicable laws and regulations in connection with their Profiles, including validity of information presented on the platform.

Brands are not permitted to offer or provide any of the following as a Product or Product sample:

1. any form of “security” (as such term is defined in the Securities Act of 1933);

2. any form of financial incentive or participation in any profit sharing;

3. any controlled substance or drug paraphernalia;

4. any weapons, ammunition and related accessories;

5. any pornography, sexually explicit materials or products that may be involved in the exploitation of minors;

6. any form of lottery or gambling;

7. any form of sweepstakes, contest or giveaway;

8. any form of air transportation; nor

9. any items promoting hate, discrimination, personal injury, death, damage, or destruction to property; or any items (a) prohibited by applicable law to possess or distribute, (b) that would violate applicable law if distributed, or (c) that would result in infringement, misappropriation or violation of another person’s rights if used or distributed.

Brands agree to perform on any promise and/or commitment to Investors. Brandjectory does not recognize any third-party, employee and/or agency affiliated with the Profile as a Profile Owner. If a Profile Owner is unable to perform on any promise and/or commitment to Investor(s), the Profile Owner will solely be responsible for working with the Investor(s) to reach a mutually satisfactory resolution. Brandjectory is under no obligation to become involved in disputes between Brands and Investors, or Users and any third-party. In addition, Brandjectory is under no obligation to become involved in disputes regarding the determination of the rightful Profile Owner and will not be obligated to make any changes to Profile Owner accounts or transfer of ownership. In the event of any dispute, such as a Profile Owner’s alleged failure to comply with the Terms or alleged failure in fulfillment of information presented or Product sample, we may provide the Profile Owner’s contact information to the Investor so that the two parties may independently resolve their dispute.

Investors are solely responsible for asking questions and investigating Brands and Profiles to the extent they feel is necessary before making a connection or engaging in any or all business activities, including investing. All subsequent business interactions between brands and investors are made voluntarily and at the sole discretion and risk of the users involved. Brandjectory does not guarantee that any investments made will be used as promised or that the Profile will achieve its goals. Investors are solely responsible for determining how to treat their investments for tax purposes.

If Brandjectory determines that there has been an abuse of these Terms, Brandjectory reserves the right to terminate Brandjectory accounts and remove Profiles for any abuse of these Terms. For all disputes, Investors should contact the Profile Owner directly.

Brandjectory does not endorse any Profile or Product and Brandjectory does not represent that any Product is suitable or safe for you. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Brandjectory with respect to such actions or omissions.

5. License to Access and Use the Services

Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Brandjectory logo and all designs, text, graphics, pictures, information, data, software, sound files, images, media, data, charts, maps, software, materials ideas, proposals, concepts, content, materials, works, User Content (as described herein), other files and the selection and arrangement thereof (collectively, the “Content”) are the proprietary property of Brandjectory or our licensors or Users, as applicable, and are protected by U.S. and international intellectual property and other applicable laws.

You acknowledge and agree that except with respect to your User Content, as between Brandjectory and you, all Content shall remain the exclusive property of Brandjectory, and Brandjectory shall retain all rights with respect to same, including, the sole right to implement, use, publish and/or publicly disseminate the Content. You agree that you will not use any Content other than as directed by Brandjectory, without Brandjectory’s prior written consent.

The trademarks, service marks, logos, slogans, trade names and trade dress used on the Services are proprietary to Brandjectory, its subsidiaries, affiliates, licensors, related entities or its Users or content providers. Third-party trademarks referenced in the Services do not constitute or imply affiliation with, endorsement, or recommendation of Brandjectory by the respective trademark owners, or affiliation with, endorsement, or recommendation of the respective trademark owners by Brandjectory.

Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Services. However, such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially the Services and the Content, (b) distribute, reproduce, copy, transmit, publish, sell, resell exploit, publicly perform or publicly display any portion of the Services or Content, (c) modify or otherwise make any derivative uses of the Services or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than the page caching) any portion of the Services or Content, except as expressly permitted by us, and (f) use the Services or Content other than for their intended purposes, which shall be limited to use in furtherance of the Services. Any use of the Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Brandjectory or any third-party, whether by estoppel, implication or otherwise. This license is revocable at any time by Brandjectory.

Notwithstanding anything to the contrary in these Terms, the Services may include software components provided by Brandjectory or a third-party that are subject to separate license terms, in which case those license terms will govern such software components.

6. Third-party Services and Content

We may display content, advertisements and promotions from third parties through use of our Services, and, in connection with User Profiles, we may provide you with links to third-party websites, integrations with such websites or services that we do not own or control (collectively, “Third-party Content”). We make no representations or warranties of any kind regarding such Third-party Content, including, without limitation, regarding its accuracy or completeness. Your use of the Services may also include the use of applications that are developed or owned by a third-party. Your use of such third-party applications, websites, and services is governed by that party's own terms of service or privacy policies and you agree that Brandjectory is not responsible or liable in any manner for such interactions or Third-party Content. You agree that you will read and abide by the terms and conditions and privacy policy of any third-party application, website or service that you visit or use, through the use of the Services.

We have no control over any third party-owned websites or content referenced, accessed by or available through our Services and, therefore, we do not endorse, sponsor, recommend or otherwise accept any responsibility for such third-party websites or content or for the availability of such websites. In particular, we do not accept any liability arising out of any allegation that any third party-owned content (whether published on this, or any other, website) infringes the intellectual property rights of any person or any liability arising out of any information or opinion contained on such third-party website or content. If you link to third party sites from our Website or App, we encourage you to consult the policy statements and the terms and conditions of each site you visit.

7. Payment

There is no charge to create a Brandjectory account. By using the Services, Users agree to our Service fees listed here (https://brandjectory.com/pricing) (the “Service Fees”). Credit card payment processing Services for Brands on Brandjectory are provided by Stripe, Inc., a registered ISO of Wells Fargo Bank, N.A., Concord, CA., (“Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Use (collectively, the “Stripe Services Agreement”). By continuing to operate as a Profile Owner on Brandjectory, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition to Brandjectory enabling credit card payment processing Services through Stripe, you agree to provide Brandjectory accurate and complete information about you and your business, and you authorize Brandjectory to share any such information with Stripe, as well as transaction information related to your use of the payment processing Services provided by Stripe. In all cases, standard credit card or other third-party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third-party credit card processing or third-party payment Services.

8. Registration, Account and Communication Preferences

In order to use most aspects of the Services, you must register for and maintain an active Brandjectory account. By creating a Brandjectory account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update from time to time as necessary your Brandjectory account information, (c) maintain the security of your password and accept all risks of authorized access to your Brandjectory account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Services or your Brandjectory account.

You are responsible for maintaining the confidentiality of your password and are fully responsible for all uses of your password, whether by you or others. When you register for a Brandjectory account and each time you access your Brandjectory account, you agree to (a) log out of your account at the end of each session; (b) keep your password confidential and not share it with anyone else; and (c) immediately notify Brandjectory of any unauthorized use of your password or account or any other breach of security. Brandjectory reserves the right to delete, modify or remove any content on any account at any time in its sole discretion. You are solely responsible to backup any content that you do not want deleted, modified or removed from the account. Brandjectory is authorized to act on instructions received through use of your password and is not liable for any loss or damage arising from your failure to comply with this section or these Terms.

By creating a Brandjectory account, you also consent to receive electronic communications from Brandjectory (e.g., via email or by posting notices to the Website or the App). These communications may include notices about your Brandjectory account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

9. User Content

The Services may include interactive features and areas that allow Users to create, post, share or store content, including, but not limited to, reviews, photos, video, sound, graphics, code, other social media feeds, items or other materials whether or not related to a Profile or Product (collectively, “User Content”). In the event you decide to share your User Content with others through the Services or third-party platforms, you understand that this User Content may be viewable by others. You agree that you are solely responsible for your User Content and for your use of any interactive features and areas on our Services.

By using the interactive features and areas of our Services, you further agree not to create, post, share or store any of the following:

1. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

2. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;

3. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;

4. User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;

5. User Content that impersonates, or misrepresents your affiliation with, any person or entity;

6. User Content that references or depicts Brandjectory or our Services but fails to disclose a material connection to us, if you have one;

7. User Content that contains any unsolicited promotions, political campaigning, advertising or solicitations;

8. User Content that contains any private or personal information of a third-party without such third-party’s consent;

9. User Content that references alcohol irresponsibly, such as references to overconsumption or use by minors;

10. User Content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content;

11. User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or that may expose Brandjectory or others to any harm or liability of any type;

12. Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking”;

13. Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage, hijack, disable, interfere with, or disrupt the operation of, or monitor the use of, any hardware, software or equipment; or

14. Any unsolicited or unauthorized advertisements, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation that is not expressly approved in writing by Brandjectory in advance.

User Content submitted, posted or made available through the Services are strictly those of the originating author, the User or the User posting third-party material from other sources, who then shall be solely responsible for such content. Use of or reliance on User Content is entirely at your own risk. We are not responsible or liable for any User Content. Although we have no obligation to review, screen, edit, police or monitor User Content, we reserve the right, and have absolute discretion, to remove, block, screen or edit User Content posted or stored on our Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on our Services at your sole cost and expense. Brandjectory is not responsible or has no liability associated with Users sharing information on the system, in general, or directly with any other User, that finds its way into the public domain or in any way harms any User in any way, including financial, business, reputation, etc.

10. Rights in User Content

We do not claim any ownership interest in your User Content. However, by uploading, posting or submitting User Content to our Services or third-party websites, mobile apps or other online platforms connected to our Services, (e.g., Brandjectory’s Facebook page, Instagram page or Twitter feed), you hereby grant Brandjectory a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sub-licensable right and license, without further compensation, to use, reproduce, host, store, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes.

By uploading, posting or submitting User Content to Brandjectory through our Services or third-party websites, mobile apps or other online platforms connected to our Services, you represent and warrant that (a) such User Content is non-confidential, (b) you own and control all of the rights to the User Content or you otherwise have all necessary rights to post such User Content, (c) you authorize Brandjectory to use such User Content for the purposes described in these Terms, (d) the User Content is true, accurate and not misleading or harmful in any manner, and (e) the User Content is your original work, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation, or infringe, misappropriate or violate third-party rights or require any third-party releases or permissions or any payment to a third-party.

11. Prohibited Use

You may use the Services only for lawful purposes and in accordance with these Terms. You hereby agree not to use the Services:

1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation any laws regarding the export of data or software to and from the US or other countries);

2. For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set out in ‘User Content’ in these Terms;

4. To impersonate or attempt to impersonate Brandjectory, an employee of Brandjectory, another User, or any other person or entity (including, without limitation, by using email addresses or Users’ names associated with any of the foregoing;

5. For the purpose of solicitating investors through impersonating or attempting to impersonate another investor;

6. For the sole purpose of obtaining or attempting to obtain information from competitors;

7. For reasons that are in competition with Brandjectory;

8. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as solely determined by us, may harm Brandjectory or Users of the Services, or expose them to liability;

9. In any manner that could disable, overburden, damage, or impair the Services or interfere with any other User’s use of the Services;

10. To use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the materials on the Services;

11. To use any device, software, or routine that interfered with the proper working of the Website;

12. To introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

13. To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or App, the server on which the Website and App is stored, or any server, computer, or database connected to the Website or App; or

14. To otherwise attempt to interfere with the proper working of the Services.

12. Linking to the Website and Social Media Features

You may link to our Website or App, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our prior express written consent.

The Services may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to your Profile.

• Send emails or other communications with certain content, or links to certain content, on this Website or App.

• Cause limited portions of content on this Website or App to be displayed or appear to be displayed on your own or certain third-party websites.

• Cause limited portions of content of third-party websites to be displayed or appear to be displayed on your Profile.

  • You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with ‘Third-Party Services and Content’ and any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

    • Establish a link from any website that is not owned by you or subdomain that is controlled by you.

    • Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

    • Otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms.

    
    You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
    
    We may disable all or any social media features and any links at any time without notice in our discretion.

13. Feedback

Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about Brandjectory or Profiles (collectively, “Feedback”). Feedback is non-confidential and shall become the sole property of Brandjectory. Brandjectory shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

14. Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device or when you receive text messages and other communications from Brandjectory. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Brandjectory does not guarantee that our Services, or any portion thereof, will function on any particular network, hardware or devices. In addition, our Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

15. INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BRANDJECTORY, AND OUR PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “BRANDJECTORY PARTIES”), FROM AND AGAINST ALL ACTUAL OR ALLEGED BRANDJECTORY PARTY OR THIRD-PARTY CLAIMS, DAMAGES, AWARDS, JUDGMENTS, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, INTEREST, FEES, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) AND COSTS (INCLUDING, WITHOUT LIMITATION, COURT COSTS, COSTS OF SETTLEMENT AND COSTS OF PURSUING INDEMNIFICATION AND INSURANCE), OF EVERY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, OR SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHETHER IN TORT, CONTRACT OR OTHERWISE (COLLECTIVELY, “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONAL INJURY, THAT ARE CAUSED BY, ARISE OUT OF OR ARE RELATED TO (A) YOUR USE OR MISUSE OF OUR SERVICES OR CONTENT, (B) ANY USER CONTENT YOU CREATE, POST, SHARE OR STORE ON OR THROUGH OUR SERVICES OR ANY USER CONTENT YOU CREATE, POST, SHARE OR STORE ON THIRD-PARTY WEBSITES, MOBILE APPS OR OTHER ONLINE PLATFORMS CONNECTED TO OUR SERVICES, (C) ANY FEEDBACK YOU PROVIDE, (D) YOUR MATERIAL UNCURED BREACH OF THESE TERMS OR ANY VIOLATION OF APPLICABLE LAWS THAT PROTECT US, (E) YOUR VIOLATION OF THE RIGHTS OF BRANDJECTORY OR ANOTHER WHOSE LEGAL RIGHTS YOUR ACTIONS HAVE DAMAGED, (F) ANY ACTIVITY THAT OCCURS UNDER YOUR BRANDJECTORY ACCOUNT ACCESSED WITH YOUR PASSWORD, AND (G) ANY THIRD-PARTY’S USE OR MISUSE OF THE SERVICES PROVIDED TO YOU. YOU AGREE TO PROMPTLY NOTIFY BRANDJECTORY OF ANY THIRD-PARTY CLAIMS AND COOPERATE WITH THE BRANDJECTORY PARTIES IN DEFENDING SUCH CLAIMS. YOU FURTHER AGREE THAT THE BRANDJECTORY PARTIES SHALL HAVE CONTROL OF THE DEFENSE OR SETTLEMENT OF ANY THIRD-PARTY CLAIMS. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND BRANDJECTORY.

16. GENERAL DISCLAIMERS

BRANDJECTORY IS ONLY RESPONSIBLE FOR PROVIDING THE WEBSITE, APP AND THE SERVICES UNDER THE TERMS OF THIS AGREEMENT. BRANDJECTORY SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY USER CONTENT, PROFILES, INVESTMENTS, OR PRODUCTS.

ALL SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BRANDJECTORY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WEBSITE, APP, CONTENT, SERVICES AND MATERIALS. ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, AND ANY WARRANTIES OF THE PRODUCT, WEBSITE, APP OR SERVICES WILL BE FREE AND CLEAR FROM ANY ADVERSE LIEN OR SECURITY INTERESTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BRANDJECTORY, OR THROUGH THE WEBSITE, APP, CONTENT, SERVICES, MATERIALS OR PROFILES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

17. LIMITATION OF LIABILITY; RELEASE

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR INSTANCES OF GROSS NEGLIGENCE, INTENTIONAL WRONGDOING, WILLFUL MISCONDUCT, OR WHERE WE HAVE A LEGAL OBLIGATION TO YOU, NEITHER BRANDJECTORY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, PREPARING AND/OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY PRODUCT LIABILITY OR OTHERWISE, IN LAW OR IN EQUITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF YOU OR ANY THIRD PARTY CAUSED BY AN INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS DUE TO YOUR USE OF THE WEBSITE AND ANY THIRD-PARTY CONTENT POSTED TO OR LINKED TO OUR WEBSITE.

SOME JURISDICTIONS, INCLUDING THE STATE OF MICHIGAN, DO NOT ALLOW FOR CERTAIN LIMITATIONS WITH RESPECT TO IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL ONLY APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IF IT IS FINALLY DETERMINED BY A COURT OF LAW OR AN ARBITRATOR THAT OUR LIMITATION OF LIABILITY SET FORTH IN THIS SECTION DOES NOT APPLY TO YOU, THEN YOU AGREE THAT BRANDJECTORY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, SHALL NOT EXCEED (I) THE AMOUNTS YOU HAVE PAID TO BRANDJECTORY FOR USE OF OUR SERVICES OR (II) ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO BRANDJECTORY, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND BRANDJECTORY.

18. Modification to the Services

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, our Services (or any features or parts thereof) at any time and without liability, with or without notice. You agree that Brandjectory will not be liable to you or any third-party for any modification, suspension, or discontinuance of the Services (or any features or parts thereof).

19. Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Services by, or terminating the accounts of, Users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:

Brandjectory, LLC
c/o JPG Equity Company LLC MBR
62 E Michigan Ave, Suite 210
Battle Creek, MI 49017
support@Brandjectory.com
Attention: Copyright Agent

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

20. LIMITATION ON TIME TO COMMENCE ACTION, JURISDICTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT OUTLINES CERTAIN RIGHTS THAT YOU ARE WAIVING OR LIMITING BY USING OUR SERVICES. REMEMBER, THAT YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS, INCLUDING THE PROVISIONS RELATING TO GOVERNING LAW AND DISPUTE RESOLUTION. THIS SECTION WAIVES THE FOLLOWING RIGHTS THAT YOU MIGHT OTHERWISE HAVE:

1. The right to participate in any form of class or representative claim;

2. The right to a jury trial;

3. The right to have the law of any jurisdiction, other than that of the state of Michigan, apply to a dispute between you and Brandjectory arising out of or relating to these Terms or the Services;

4. The right to address the dispute in any jurisdiction outside of Michigan;

5. The right to engage in discovery except as provided in arbitration proceedings under the rules of the American Association of Arbitration (“AAA”);

6. The right to certain remedies and forms of relief that you or we would have in court, but not in Arbitration.

You agree that any cause of action arising out of or related to these Terms and our Services must commence by you within one (1) year after the cause of action arose; otherwise, your ability to bring any case or cause or action against Brandjectory shall be permanently barred. Nothing herein shall be deemed to limit the period during which Brandjectory may bring any cause of action arising out of this Agreement against you. These Terms will be interpreted in accordance with the laws of the State of Michigan and the United States of America, without regard to its conflict of law provisions. This Agreement shall inure to the benefit of each party and its successors, assigns and agents. Brandjectory may assign its rights and duties under this Agreement to any of its subsidiaries or affiliates without giving you notice or to any other entity upon prior written notice to you.

Binding Arbitration. Any dispute or claim between you and Brandjectory, arising out of, or relating in any way to, the Terms, the Services, or your use of the Services (“Dispute”) shall be resolved exclusively by final, binding individual arbitration, rather than in court. By virtue of this Agreement you and Brandjectory are each giving up the right to go to court and have any Dispute heard by a judge or jury. The provisions of this Section shall constitute your and Brandjectory’s written agreement to arbitrate Disputes under the Federal Arbitration Act (“Arbitration Agreement”). The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Arbitration Agreement, apply applicable law and the facts, and issue a reasoned award. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. All arbitrations are to be conducted in Michigan. There is no judge or jury in arbitration, no class actions, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court, including injunctive and declaratory relief or statutory damages, and must follow these Terms as a court would.

No Class Action Matters. You and Brandjectory expressly agree that each shall bring any dispute, in any amount, against the other, in each other’s respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that all disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

These Terms, your access to and use of the Services shall be governed and construed and enforced in accordance with the laws of the State of Michigan, without regard to conflict of law rules or principles (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Michigan and United States, respectively, sitting in the State of Michigan.

21. Severability

If any term, clause or provision of these Terms is held invalid or unenforceable then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. These Terms, together with the Privacy Policy, disclaimer and any other legal notices published by Brandjectory on the Brandjectory Platform, shall constitute the entire agreement between you and Brandjectory concerning the Brandjectory Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Brandjectory’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

BRANDJECTORY PROVIDES THIS BRANDJECTORY PLATFORM AS A RESOURCE FOR USERS INVOLVED WITH INVESTING IN EARLY STAGE EMERGING GROWTH COMPANIES BUT BRANDJECTORY DOES NOT GIVE BUSINESS ADVICE, INVESTMENT ADVICE, TAX ADVICE OR LEGAL ADVICE TO ANYONE USING THE BRANDJECTORY PLATFORM. BRANDJECTORY DOES NOT CLAIM TO BE AND IS NOT A BROKER, DEALER OR INVESTMENT ADVISOR AND NOTHING HEREIN SHALL CONSTITUTE A SALE OR OFFER TO BUY OR SELL OR RECOMMEND ANY SECURITIES. BRANDJECTORY DOES NOT MAKE INVESTMENTS. EACH USER OF THE BRANDJECTORY PLATFORM MAKES HIS OR HER OWN INVESTMENT DECISIONS BASED UPON HIS OR HER PERSONAL DUE DILIGENCE INVESTIGATION AND OTHER PERSONAL INVESTMENT CRITERIA. BRANDJECTORY IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSIONS OF ANYONE USING THE BRANDJECTORY PLATFORM. AS A CONDITION TO YOUR USE OF THE BRANDJECTORY PLATFORM, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY OF THE BRANDJECTORY PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS MADE AVAILABLE ON OR THROUGH THE BRANDJECTORY PLATFORM.

BRANDJECTORY DOES NOT AGREE TO ANY OBLIGATIONS OF CONFIDENTIALITY, NONDISCLOSURE OR NONUSE, EXCEPT AS EXPLICITLY PROVIDED FOR IN OUR PRIVACY POLICY.

IN NO EVENT SHALL ANY BRANDJECTORY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM EITHER A PERSON OR ENTITY'S USE OR INABILITY TO USE THE BRANDJECTORY PLATFORM, OR THE SUBMISSION OF ANY MATERIALS VIA THE BRANDJECTORY PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A BRANDJECTORY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22. Miscellaneous

The name, address and telephone number of the provider of this service is:
Brandjectory LLC
c/o JPG Equity Company LLC MBR
62 E Michigan Ave, Suite 210
Battle Creek, MI 49017

These Terms constitute the entire agreement between you and Brandjectory relating to your access to and use of our Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Brandjectory. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Brandjectory’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. No change or alteration in these Terms will be deemed in any instance to be an admission of fault, liability or violation of applicable law. Brandjectory reserves the right to seek all remedies available at law and in equity for violations of these Terms or special terms or rules set forth on the Site, including without limitation the right to block access from a particular internet address.