Date of last revision: December, 2015.

EquityArcade® Website Terms & Conditions

The EquityArcade® website located at www.equityarcade.com (the “Site”) and EquityArcade® Mobile Application (“App”) are owned and operated by EquityArcade, LLC (“EquityArcade®,” “we” or “us”). You agree to the following EquityArcade® Website Terms and Conditions and Mobile Application End-User License Agreement (the “Terms and Conditions”), in their entirety, when you: (a) access or use the Site; (b) download, or attempt to download, the App; (c) access and/or view any of the articles, blog posts, videos, audio, stories, testimonials, text, photographs, graphics, artwork, financial disclosures, Developer Listings (as defined below), analyses, research, comments, opinions, advice, statements, offers, services, requests, solicitations, trademarks, logos and/or other content featured on the Site and/or App, as made available by EquityArcade® (collectively, the “Content”); (d) access links to EquityArcade’s® social media pages/accounts on third party social media websites, such as Facebook®, Instagram®, Twitter® and YouTube® (collectively, “Social Media Pages”); (e) sign up for EquityArcade® e-mails and special offers (“Newsletter”); (f) access the comments sections, message boards and other interactive features made available on the Site including, without limitation, the social media network made available to gamers (collectively, the “Interactive Services”); (g) register as a game developer (“Developer”) on the Site, which enables Developers to access the various crowdfunding-based services (“Developer Services”) made available to Developers by and through the platform featured on Site and in the App (“Platform”), as further described in the EquityArcade® Developer Agreement (“Developer Agreement”); and/or (h) register as an individual investor (“Individual Investor”) or investment-related business entity (“Investment Entity,” and together with the Individual Investors, the “Investors”), which enables the applicable Investor to access the various crowdfunding investment opportunities and services made available by and through the Platform (collectively, “Investor Services,” and together with the Site, App, Content, Social Media Pages, Newsletter, Interactive Services, Platform and Developer Services, the “EquityArcade® Offerings”) made available to Investors by and through the Site and App, as further described in the EquityArcade® Investor Agreement (“Investor Agreement” and together with the Developer Agreement, the “Registered User Agreements”). Developers, Individual Investors and Investment Entities shall be referred to, collectively, as the “Registered Users.”

The EquityArcade® Website Privacy Policy (“Privacy Policy”), Registered User Agreements, other EquityArcade® operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, are expressly incorporated herein by reference (collectively, the “Agreement”). Please review the Agreement carefully. If you do not agree to the terms and conditions contained within the Agreement in its entirety, you are not authorized to use and/or access the EquityArcade® Offerings in any manner or form whatsoever.

The Developer offerings featured in connection with the Platform and other EquityArcade® Offerings are made available pursuant to Section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6) (the “Securities Act”). Certain securities-related activities associated with such offerings are conducted through Manorhaven Capital LLC, a registered broker-dealer and member of FINRA/SIPC. EquityArcade® is not engaged in rendering investment advice or providing investment-related recommendations, nor does EquityArcade® solicit the purchase of, sale of or offer any securities, featured by and/or through the EquityArcade® Offerings and nothing we do and no element of the EquityArcade® Offerings should be construed as such. EquityArcade® does not compensate marketers, promoters or other third parties for generating solicitations to purchase securities featured by and/or through the EquityArcade® Offerings and/or based on the sale of such securities. EquityArcade® does not itself hold, process or otherwise handle any Investor funds provided in connection with investments made by and/or through the EquityArcade® Platform but, rather, uses third party service providers to provide such services.

Developer offerings are only appropriate for investors who are familiar with, and willing to accept, the high risk associated with startup investments. Securities sold through the EquityArcade® Platform are not publicly traded and are not liquid investments. Developers seeking investments from prospective Investors by and through the EquityArcade® Platform are often in the early stages of development, with little or no operating history. Investors must be able to afford to hold their investment for an indefinite period of time, as well as risk losing their entire investment. Securities featured in connection with the EquityArcade® Platform are offered directly by the Developers, who are solely responsible for the contents of Developer Listings and any other offering materials made available to prospective Investors on the EquityArcade® Platform. EquityArcade® does not endorse any of the Developer Listings and other offering materials posted by issuers on the Platform, and prospective Investors must conduct their own due diligence before making a decision to invest in any securities offered on the Platform. The Content made available by and through the EquityArcade® Offerings is not a substitute for professional financial advice. You should always check with your financial advisors to be sure that any investments, advice, products and/or services offered by and through the EquityArcade® Platform are appropriate for you.

EquityArcade® disclaims any and all liability for any loss, damage, or injury based on information directly or indirectly obtained through the EquityArcade® Offerings. Some of the Content appearing on the Platform, on the Site and in the App is provided by third party entities, such as Investors or Developers. EquityArcade® shall not be responsible or liable for the accuracy, usefulness or availability of any Content or other information provided by third party entities that is transmitted or made available via the EquityArcade® Offerings, and shall not be responsible or liable for any borrowing and/or investment decisions based on such information.

Facebook® and Instagram® are registered trademarks of Facebook, Inc. (“Facebook”). Twitter® is a registered trademark of Twitter, Inc. (“Twitter”). YouTube® is a registered trademark of Google, Inc. (“Google”). Please be advised that EquityArcade® is not in any way affiliated with Facebook, Google or Twitter, and the EquityArcade® Offerings are not endorsed, administered or sponsored by any of those entities.

  1. Scope/Modification of Agreement. You agree to the terms and conditions outlined in the Agreement with respect to your use of the EquityArcade® Offerings. The Agreement constitutes the entire and only agreement between you and EquityArcade® with respect to your use of the EquityArcade® Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your use of the EquityArcade® Offerings. EquityArcade® may change the Agreement, and the scope and functionality of the EquityArcade® Offerings, in whole or in part, at any time without specific notice to you; provided, however, that any amendment or modification to the arbitration provisions, prohibition on class actions provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site and in the App, and you should review the Agreement prior to using the EquityArcade® Offerings. By your continued use of the EquityArcade® Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, which shall be governed by the Dispute Resolution Provisions then in effect at the time of the subject dispute). Therefore, you should regularly check the Site for any updates and/or changes. You understand and agree that EquityArcade® is not responsible or liable in any manner whatsoever for your inability to use the EquityArcade® Offerings.

  2. Requirements; Necessary Equipment. The EquityArcade® Offerings are available only to individuals that: (a) are at least eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age); (b) can enter into legally binding contracts under applicable law; and/or (c) are acting in their capacity as a duly authorized representative of a valid Investment Entity and/or Developer, where the Developer is an entity (collectively, “Registration Requirements”). If you do not meet the Registration Requirements, you do not have permission to use and/or access the EquityArcade® Offerings.

    You shall be responsible, at all times, for ensuring that you have an Internet connection, computer/mobile device, up-to-date Internet browser versions, a functioning e-mail account, applicable software, applicable hardware and/or other equipment necessary to access the EquityArcade® Offerings. EquityArcade® does not guarantee the quality, speed or availability of the Internet connection associated with your mobile device and/or computer. EquityArcade® does not guarantee that the EquityArcade® Offerings can be accessed: (i) on all mobile devices; (ii) through all wireless service plans; (iii) in connection with all Internet browsers; and/or (iv) in all geographical areas. Standard messaging, data and wireless access fees may apply to your use of the App. You are fully responsible for all such charges and EquityArcade® has no liability or responsibility to you, whatsoever, for any such charges billed by your wireless carrier.

  3. Registration; Account. In order to obtain access to certain of the EquityArcade® Offerings, you must first submit the applicable registration and application form to EquityArcade® for review and initial approval. The registration data that you must supply in order to obtain access to the EquityArcade® Offerings may include, without limitation, depending on the applicable EquityArcade® Offerings requested: (a) full name; (b) e-mail address; (c) username and password; (d) how often you play games (for Investors); (e) how comfortable you are investing in games (for Investors); (f) the genre applicable to the game you are developing (for Developers); (g) the platform applicable to your game (for Developers”); (h) your billing address (for Investors); (i) your date of birth (for Investors); (j) your home and work telephone numbers (for Investors); (k) whether or not you are employed by a registered broker-dealer, securities exchange and/or FINRA (for Investors); (l) whether or not you are an officer, director or hold ten percent (10%) or more of the outstanding shares of a publicly traded company and, if the latter, whether you are the account holder or joint tenant of the applicable shares account (for Investors); (m) answers to questions pertaining to your general investment knowledge and investment experience (for Investors); (n) whether or not your net worth (excluding the value of your primary residence) is in excess of One Million Dollars ($1,000,000.00) (for Investors); (o) whether or not your individual income exceeded Two Hundred Thousand Dollars ($200,000.00) in the two (2) most recent taxable years, or joint income with a spouse exceeded Three Hundred Thousand Dollars ($300,000.00) in the two (2) most recent taxable years, and whether or not you have a reasonable expectation of maintaining the same income level in the future (for Investors); (p) whether or not you are a US citizen and, if not, your country of citizenship (for Investors); (q) if you are not a US citizen, whether or not you are a Resident Alien and, if not, your W-8 Form (for Investors); (r) your passport number or national I.D. number (for Investors); (s) your driver’s license number (for Investors); (t) your field of occupation, employer name and employer address, as applicable (for Investors); (u) your credit card information (for Investors); (v) your annual income (for Investors); (w) your net worth (for Investors); (x) whether you have invested in any crowdfunding offerings in the prior twelve (12) months and, if so, what the offering was, how much was invested and on what date the investment was made (for Investors); (y) your Social Security Number (for Investors); (z) all of the information requested on Form C of the Securities Act (for Issuers); and (aa) any other information requested by us on the applicable registration form (collectively, “Form Registration Data”). Where you access certain of the EquityArcade® Offerings using your Facebook® and/or LinkedIn® account, as applicable, EquityArcade® may collect some or all of the following (depending on your Facebook® and/or LinkedIn® account settings and the discretion of Facebook® and/or LinkedIn®, as applicable): (i) your Facebook® and/or LinkedIn®, as applicable, public profile; (ii) the e-mail address associated with your Facebook® and/or LinkedIn account®, as applicable; and (iii) any and all other information made available to EquityArcade® by and through your Facebook® and/or LinkedIn account®, as applicable (collectively, “Social Media Registration Data,” and together with the Form Registration Data, the “Registration Data”). You agree to provide true, accurate, current and complete Registration Data and to update your Registration Data as necessary in order to maintain it in an up to date and accurate fashion.

    EquityArcade® will verify and approve all registrants in accordance with its standard verification procedures. If EquityArcade® approves your applicable application for registration, and you agree to any required separate agreement, as applicable, EquityArcade® will set up your specific account (“EquityArcade® Account”) and send a confirmation e-mail to the e-mail address that you used to register for the applicable Services. You are responsible for maintaining the confidentiality of your EquityArcade® Account, user name and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur through use of your EquityArcade® Account, user name and password including, without limitation, any investment decisions made therewith/therethrough.

  4. General Description of the Site and App; Non-Endorsement. As further detailed in the Agreement, the Site and App help to foster a community for console, mobile and PC-based gamers, and provides a Platform that enables interactions, and the potential formation of investment relationships, between console, mobile and PC-based game developers and individual and institutional investors that may wish to invest in such games. From time-to-time, EquityArcade® may have a financial interest in, and may receive compensation in connection with, some of the transactions entered into by and between Investors and Developers. EQUITYARCADE® IS ACTING AS A PLATFORM AND FUNDING PORTAL PROVIDER AND ALL TRANSACTIONS ARE CONSUMMATED SOLELY BETWEEN THE VARIOUS REGISTERED USERS.

    1. EquityArcade® does not recommend or endorse any Developer, Investor or Third-Party Provider (as defined below) that is accessible by or through the EquityArcade® Offerings. EquityArcade® does not guarantee that you will successfully find any applicable investment opportunity, or other product and/or service, through the EquityArcade® Offerings.
    2. Please use caution and common sense when using the EquityArcade® Offerings. EquityArcade® in no way endorses the content of any statements or promises made by Investors, Developers or any other parties featured through the EquityArcade® Offerings.
    3. The determination as to the suitability or value of applicable investment should not be based solely on advertisements, claims of expertise or cost offered by any Developer or Investor. End-users should make an independent investigation of, and confirm and verify all claims made by, Developers and/or Investors. You are encouraged to use caution when reviewing any information made available by Developers, Investors and/or Third-Party Providers.
    4. EquityArcade® does not involve itself in the performance of any Investor or Developer under any agreements between Investors and Developers, or the honoring of any arrangements, obligations and covenants agreed to in connection with the relationships created thereby.
  5. Description of the Content; Interactions. The Content is compiled, distributed and displayed by EquityArcade®, as well as Registered Users and other third party content providers (“Third-Party Providers”). Much of the Content is provided by Registered Users and/or Third-Party Providers and not EquityArcade®, and should not necessarily be relied upon. Such Registered Users and/or Third-Party Providers are solely responsible for the accuracy, completeness, appropriateness or usefulness of such Content. EquityArcade® does not represent or warrant that the Content and other information posted by and through the EquityArcade® Offerings is accurate, complete, up-to-date or appropriate. You understand and agree that EquityArcade® will not be responsible for, and (other than with respect to Developer Listings) EquityArcade® undertakes no responsibility to monitor or otherwise police, such Content. You agree that EquityArcade® shall have no obligation and incur no liability to you in connection with any such Content.

    EquityArcade® does not control the information provided by Registered Users and/or Third-Party Providers that is made available by and through the EquityArcade® Offerings. You may find certain Content to be offensive, outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the EquityArcade® Offerings. You are solely responsible for your interactions with other end-users including, but not limited to, Registered Users, Third-Party Providers and/or other third parties. Because we are not involved in end-user interactions, in the event that you have a dispute with one or more end-users, Registered Users, Third-Party Providers and/or other third parties, you hereby release EquityArcade® including, but not limited to, its officers, directors, members, agents, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. EquityArcade® reserves the right, but has no obligation, to monitor disputes between you and other end-users, Registered Users, Third-Party Providers and/or other third parties.

    If you would like to register a complaint, notify EquityArcade® of a dispute or notify us of inaccurate or misleading Content made available by and through the EquityArcade® Offerings, please feel free to call us at: (347) 395-1040; or email us at: support@equityarcade.com.

  6. Description of the Platform, Developer Services and Investor Services.

    1. Developer Services. Subject to the terms and conditions of the Agreement, including the Developer Agreement, by registering on the Site, agreeing to the Developer Agreement and receiving approval from EquityArcade®, you can obtain, or attempt to obtain, the Developer Services. For a copy of the Developer Agreement, please Click Here. In connection with the Developer Services you will be able to: (i) gain access to the Interactive Services; (ii) create a listing for the game that you are developing (“Game”), complete with a description of key Game features, the type of investments that you are requesting in connection with the Game, and what the Investors would receive in exchange for their respective investment (collectively, “Developer Listing”); (iii) gain inclusion in the EquityArcade® Platform database (“EquityArcade® Database”) through which prospective investors can search all available Developer Listings; (iv) receive access for your Developer Listing in the designated areas of the Platform; (v) receive certain consulting services provided by EquityArcade® in order to assist with the creation of your Developer Listing(s) and the transaction(s) associated with any investments undertaken by Investors by and through the EquityArcade® Offerings; (vi) receive investments from Investors, as facilitated by the EquityArcade® Offerings; and/or (vii) gain access to other Developer Services made available by EquityArcade® from time-to-time. As a Developer, in connection with the Developer Services, your Developer Listings, your Game(s), any transactions entered into between you and Investors and prospective Investors and otherwise, you must comply with all foreign and domestic, federal, state and local laws, statutes, rules, regulations and judicial decrees including, without limitation, state and federal banking and securities laws. Developers shall remain, at all times, solely and exclusively responsible for their respective Games, Developer Listings and interactions and transactions with Investors and other third parties. The Developer Services are not a substitute for professional financial and/or legal advice. You should always check with your attorney, accountant and/or other financial services providers to ensure that any Developer Services or other advice, products and/or services offered by and through the EquityArcade® Offerings are appropriate for you. Reliance on any information and/or links made available to you by and through the EquityArcade® Offerings is solely at your own risk.

      EquityArcade® reserves the right to prohibit any conduct by Developers or to remove any Developer Listings and/or other material posted by Developers by and through the EquityArcade® Offerings that EquityArcade® deems, in its sole and absolute discretion, to be in violation of the Agreement or which EquityArcade® believes to be illegal, potentially harmful to others, otherwise objectionable or that may expose EquityArcade® to harm, damage to reputation or liability. Notwithstanding the foregoing, EquityArcade® undertakes no responsibility to monitor or otherwise police the Developer Listings and/or other material posted by Developers. You understand and agree that EquityArcade® is not responsible or liable in any manner whatsoever for your inability to register as a Developer or use the Developer Services and/or EquityArcade® Database. You understand and agree that EquityArcade® shall not be liable to you, any end-users or any third party for any claim in connection with any of the Developer Services including, without limitation, the Developer Listings and/or EquityArcade® Database.

    2. Background and Securities Enforcement Regulatory History Check. Where you register as a Developer in order to promote one (1) or more Games to Investors by and through the Platform, EquityArcade® may, as required by applicable securities law, conduct a background and securities enforcement regulatory history check (“Securities Background Check”) on you. In addition, where the applicable Developer is a business entity, EquityArcade® may conduct a Securities Background Check on each officer and director of the Developer, as well as each beneficial owner of twenty percent (20%) or more of the Developer’s outstanding voting equity securities, calculated on the basis of voting power. As further detailed in the Developer Agreement, where any such Securities Background Check, or other inquiry by EquityArcade®, uncovers any past securities law violation or other disqualifying activity under applicable law, EquityArcade® may terminate that Developer’s Account immediately and remove their Game(s) from inclusion in the Platform.

    3. Investor Services. Subject to the terms and conditions of the Agreement, including the Investor Agreement, by registering on the Site, agreeing to the Investor Agreement and receiving approval from EquityArcade®, you can obtain, or attempt to obtain, the Investor Services. For a copy of the Investor Agreement, please Click Here. In connection with the Investor Services you will: (i) gain access to the Interactive Services; (ii) search the EquityArcade® Database, and other designated areas of the Platform, for Developer Listings; (iii) make investments in certain Games, as facilitated by the EquityArcade® Offerings; and/or (iv) gain access to other Investor Services made available by EquityArcade® from time-to-time. As an Investor, in connection with the Investor Services, any transactions entered into between you and Developers, and otherwise, you must comply with all foreign and domestic, federal, state and local laws, statutes, rules, regulations and judicial decrees including, without limitation, state and federal banking and securities laws. ALL INVESTMENTS MADE BY AND THROUGH THE EQUITYARCADE® OFFERINGS ARE AT YOUR OWN RISK. The Investor Services are not a substitute for professional financial and/or legal advice. You should always check with your broker, attorney, accountant and/or other financial services providers to ensure that any Investor Services or other advice, products and/or services offered by and through the EquityArcade® Offerings are appropriate for you. Reliance on any information and/or links made available to you by and through the EquityArcade® Offerings is solely at your own risk.

      EquityArcade® reserves the right to prohibit any conduct by Investors or to remove any material posted by Investors by and through the EquityArcade® Offerings that EquityArcade® deems, in its sole and absolute discretion, to be in violation of the Agreement or which EquityArcade® believes to be illegal, potentially harmful to others, otherwise objectionable or that may expose EquityArcade® to harm, damage to reputation or liability. You understand and agree that EquityArcade® is not responsible or liable in any manner whatsoever for your inability to register as an Investor or use the Investor Services and/or EquityArcade® Database. You understand and agree that EquityArcade® shall not be liable to you, any end-users or any third party for any claim in connection with any of the Investor Services.

  7. Developer Listings; User Content; Interactive Services.

    1. Non-registered Site and/or App visitors shall have access to view end-user and/or Registered User interactions undertaken in connection with the Interactive Services. However, in order to post User Content (as defined below) in connection with the Interactive Services and engage the community of end-users and Registered Users, you must first register for an Account and receive approval from EquityArcade®. Without limiting any of the provisions of this Section 7, where you post any User Content (as defined below) by and through the Interactive Services that is in any way related to any Developer (or such Developer’s Game(s)), you must clearly and prominently disclose, with each such posting whether you: (i) are a founder, officer, director or other employee of that Developer; (b) are engaging in any promotional activities on behalf of that Developer and/or its Game(s); and/or (c) whether you will be, or have been, compensated in any way to promote that Developer and/or its Game(s).

    2. Subject to the restrictions contained herein including, without limitation, those contained below, the Developer Services and/or Interactive Services may allow end-users to post Developer Listings, content, text, images, video, comments, statements, offers, propositions, feedback, opinions, solicitations and other materials (collectively, “User Content”), and engage in other interactive communication, by and through the EquityArcade® Offerings. Each end-user shall be solely responsible for the User Content posted by that end-user by and through the Developer Services and/or Interactive Services, as applicable. You represent and warrant to EquityArcade® that: (i) your User Content is wholly original to you and that own all right, title and interest in and to your User Content, including the right to grant all of the rights and licenses set forth in the Agreement; and/or (ii) to the extent that your User Content is not wholly original to you, that all parties whose materials are included in your User Content, or who contributed to it in any way, are depicted in, or have any rights to your User Content, have granted you permission to submit and license your User Content to EquityArcade® as set forth herein, with full knowledge that EquityArcade® may exploit it in any manner whatsoever. You make such warranties without EquityArcade® incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you.

    3. You hereby grant to EquityArcade® the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sub-license, display, perform, transmit, publish, broadcast, modify, make derivative works from, re-title, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content, for any purpose whatsoever: (i) in any and all formats; (ii) on or through any and all media, software, formula or medium now known or hereafter known; and (iii) with any technology or devices now known or hereafter developed and to advertise, market and promote the same. You further agree that EquityArcade® is free to use any ideas, concepts, know-how or techniques contained in any User Content that you send to EquityArcade® for any purposes whatsoever, without remuneration of any kind. You further perpetually and irrevocably grant EquityArcade® the unconditional right to use and exploit your name, persona and likeness included in any User Content. You also grant to EquityArcade® the right to sub-license and authorize others to exercise any of the rights granted to EquityArcade® hereunder. You authorize EquityArcade® to publish your User Content so that it may be accessed by users of the Internet, and you waive any rights of attribution and/or any so-called “moral rights” that you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

    4. Without limiting any of the foregoing, following termination or deactivation of your Account, or upon removal of any User Content from any or all of the EquityArcade® Offerings, we may retain your User Content for backup, archival, or audit purposes. Furthermore, EquityArcade® and its end-users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that other end-users have stored or shared through EquityArcade®.

    5. EquityArcade® reserves the right to prohibit any conduct by end-users, or to remove any User Content posted by end-users that EquityArcade® deems, in its sole and absolute discretion, to be in violation of the Agreement and/or which EquityArcade® believes to be illegal, potentially harmful to others, otherwise objectionable or that same may expose EquityArcade® to harm, damage to reputation or liability. Notwithstanding the foregoing, EquityArcade® undertakes no responsibility to monitor or otherwise police the actions of end-users, User Content and/or other material posted by end-users and/or other third parties. EquityArcade® shall have no obligation and incur no liability to such end-users in connection with any User Content. End-users may find certain User Content to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when viewing User Content.

    6. In connection with your User Content and other uses of the Interactive Services, Developer Services and other of the EquityArcade® Offerings, you agree not to: (i) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third party; (ii) display any audio files, text, photographs, videos or other images containing confidential information; (iii) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (iv) impersonate any person or entity; (v) “stalk” or otherwise harass any person; (vi) engage in unauthorized advertising to, or commercial solicitation of, other end-users; (vii) transmit any chain letters, spam or junk e-mail to other end-users; (viii) express or imply that any statements that you make are endorsed by EquityArcade®, without EquityArcade’s® specific prior written consent; (ix) harvest or collect personal information of other end-users whether or not for commercial purposes, without their express consent; (x) use any robot, spider, search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site and/or App; (xi) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (xii) remove any copyright, trademark or other proprietary rights notices contained on the Site; (xiii) interfere with or disrupt the Site, App and/or the servers or networks connected to same; (xiv) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to mobile networks; (xvi) “frame” or “mirror” any part of the Site and/or App without EquityArcade’s® prior written authorization; (xvii) use metatags or code or other devices containing any reference to any EquityArcade® Offerings in order to direct any person to any other mobile application or website for any purpose; and/or (xviii) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the EquityArcade® Offerings or any software used in or in connection with EquityArcade® Offerings. EquityArcade® reserves the right to pursue any and all legal remedies against end-users that engage in the aforementioned prohibited conduct.

  8. App Installation; Uninstall.

    1. Installation/Download Venues. EquityArcade® believes in providing end-users with clear, concise and complete disclosure before end-users download and install the App, including a description of the primary functions of the App. The App requires User's consent prior to installation. EquityArcade® does not believe that end-users should be deceived into downloading or installing the App. End-users may be able to download the App by and through the iTunes Store®, Google Play® store and other applicable venues (“Download Venues”).

      Google Play® is a registered trademark of Google. iTunes® is a registered trademark of Apple, Inc. (“Apple”). Please be advised that EquityArcade® is not in any way affiliated with Apple or Google, and the EquityArcade® Offerings are not endorsed, administered or sponsored by Apple or Google.

    2. Uninstall. The App can be completely uninstalled in a straightforward manner and without requiring undue effort or skill, in most cases by using the traditional "uninstall" app function contained within your mobile device. Please be advised that in some instances, you may be required to restart your mobile device before all remnants of the App are completely uninstalled and removed from your mobile device. If you experience any problems installing and/or uninstalling the App, please contact us via e-mail at: support@equityarcade.com.

      THE APP IS NOT SPYWARE OR ADWARE. THE APP WILL NOT MONITOR HOW YOU USE YOUR MOBILE DEVICE, NOR WILL IT DELIVER ADVERTISEMENTS TO YOUR MOBILE DEVICE OTHER THAN WITHIN THE APP ITSELF.

  9. License Grant; Usage Restrictions; Ownership.

    1. License Grant/Termination.  Subject to the terms and conditions of the Agreement, EquityArcade® hereby grants to you a personal, non-exclusive, non-transferable, revocable and limited license to access and use the EquityArcade® Offerings.  EquityArcade® may terminate this license or disable, remove or change the App, Site and/or any portion of the other EquityArcade® Offerings in its sole discretion at any time, with or without notice, by remote updates or otherwise.  The license set forth above shall be in effect from the time that you access the Site and/or install the App, as applicable, and shall remain in effect unless and until this license is terminated by EquityArcade®. In addition, this license will terminate immediately if you fail to comply with any term or condition of the Agreement. You agree upon expiration or termination of this license to immediately un-install the App and cease using the Site.

    2. License/Usage Restrictions. THE APP, SITE AND OTHER EQUITYARCADE® OFFERINGS ARE LICENSED TO YOU, NOT SOLD. YOU MAY NOT SUBLICENSE, ASSIGN, RESELL, SHARE, PLEDGE, RENT OR TRANSFER ANY OF YOUR RIGHTS UNDER THE AGREEMENT IN RELATION TO THE APP, SITE, THE OTHER EQUITYARCADE® OFFERINGS OR ANY PORTION THEREOF. EXCEPT AS EXPRESSLY PERMITTED BY COPYRIGHT LAWS, NO COPYING, REDISTRIBUTION, DISPLAYING, PERFORMING, REPRODUCING, LICENSING, TRANSFERRING OR PUBLICATION OF EQUITYARCADE® OFFERINGS IS PERMITTED WITHOUT THE EXPRESS PERMISSION OF EQUITYARCADE®, WHICH CONSENT SHALL BE GRANTED IN EQUITYARCADE’S® SOLE AND ABSOLUTE DISCRETION. ANY SUCH COPY THAT IS MADE IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT, AND ALL TITLES, TRADEMARKS, COPYRIGHT NOTICES AND OTHER LEGENDS SHALL BE REPRODUCED ON SUCH COPY. YOU MAY NOT MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR CREATE DERIVATIVE WORKS OF ANY EQUITYARCADE® OFFERINGS OR OTHERWISE ATTEMPT TO: (i) DEFEAT, AVOID, BYPASS, REMOVE, DEACTIVATE OR OTHERWISE CIRCUMVENT ANY PROTECTION MECHANISMS ASSOCIATED WITH THE EQUITYARCADE® OFFERINGS INCLUDING, WITHOUT LIMITATION, ANY SUCH MECHANISM USED TO RESTRICT OR CONTROL THE FUNCTIONALITY OF THE EQUITYARCADE® OFFERINGS; OR (ii) DERIVE THE SOURCE CODE OR THE UNDERLYING IDEAS, ALGORITHMS, STRUCTURE OR ORGANIZATIONAL FORM OF THE APP, SITE OR OTHER EQUITYARCADE® OFFERINGS. YOU SHALL NOT USE THE APP, SITE OR OTHER EQUITYARCADE® OFFERINGS TO DEVELOP ANY PRODUCT AND/OR SERVICE THAT HAS THE SAME OR ANY SIMILAR FUNCTION TO ANY OF THE EQUITYARCADE® OFFERINGS.

    3. Export/Usage Restrictions. You agree that the App may not be transferred or exported into any other country, or used in any manner prohibited by U.S. or other applicable export laws and/or regulations. The EquityArcade® Offerings are subject to, and you agree that you shall at all times comply with, all local, state, national and international laws, statutes, rules, regulations, ordinances and the like applicable to use of the EquityArcade® Offerings. You agree not to use the EquityArcade® Offerings: (i) for any commercial purposes unless expressly authorized by EquityArcade®; or (ii) to conduct any business or activity, or solicit the performance of any activity, which is prohibited by law or any contractual provision by which you are bound.

    4. Ownership. EquityArcade® is the sole and exclusive owner of the EquityArcade® Offerings, and EquityArcade® expressly reserves all right, title and interest in and to the EquityArcade® Offerings including, without limitation, the subject computer code, characters, objects, themes, concepts, artwork, graphics, sounds, methods of operation, moral rights, documentation, text and any and all associated copyrights, trademarks and other intellectual property rights associated therewith. All material posted or made available by and through the EquityArcade® Offerings including, but not limited to, the design, selection, arrangement and coordination of such EquityArcade® Offerings is owned or licensed by or to EquityArcade®, and is protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Agreement, no part of the EquityArcade® Offerings may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without EquityArcade’s® prior express written consent. Except as expressly provided in the Agreement, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity or trademarks with respect to any of the EquityArcade® Offerings or any document, software, services or other materials viewed at or through the Site and/or Services. The posting of information or material by and through the EquityArcade® Offerings by EquityArcade® does not constitute a waiver of any right in such information and materials. EquityArcade® reserves all rights not expressly granted in the Agreement. The “EquityArcade” name and logo is a trademark of EquityArcade®. All custom graphics, icons and service names are trademarks of EquityArcade®. All other trademarks are the property of their respective owners. The use of any EquityArcade® trademark without EquityArcade’s® express written consent is strictly prohibited.

  10. Social Media Pages. The Site and App contain links to the various EquityArcade® Social Media Pages. The Social Media Pages are hosted and made available on third party websites (“Social Media Websites”) by third party entities. Your use of Social Media Pages and Social Media Websites shall be governed by those Social Media Websites’ applicable agreements, terms and conditions. You understand and agree that EquityArcade® shall not be liable to you, any other User or any third party for any claim in connection with your use of, or inability to use, the Social Media Pages and/or Social Media Websites.

  11. Bypassing or Disabling any Portion of the EquityArcade® Offerings or Software. If you bypass or disable any portion of the EquityArcade® Offerings or associated software including, without limitation, the blocking of cookies, or blocking the operation of any other EquityArcade® systems, you are in violation of the Agreement and EquityArcade® may suspend or terminate your use of the EquityArcade® Offerings without notice. Termination of your Account will not excuse you from any criminal or other civil liabilities that may result from your actions. If your Account is terminated for any reason you will, thereafter, be unable to access your applicable EquityArcade® Account(s), as well as the EquityArcade® Offerings.

  12. Representations and Warranties. Each end-user hereby represents and warrants to EquityArcade® as follows: (a) the Agreement constitutes such end-user’s legal, valid and binding obligation which is fully enforceable against such end-user in accordance with its terms; (b) such end-user understands and agrees that such end-user has independently evaluated the desirability of utilizing the EquityArcade® Offerings and that such end-user has not relied on any representation and/or warranty other than those set forth in the Agreement; and (c) such end-user’s performance under the Agreement and such end-user’s use of the EquityArcade® Offerings will not: (i) invade the right of privacy or publicity of any third person; (ii) violate any applicable law; and/or (iii) otherwise infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of publicity, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity.

  13. Indemnification. You agree to indemnify and hold EquityArcade®, its parents, subsidiaries and corporate affiliates (including Manorhaven Capital, LLC), and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of any of the EquityArcade® Offerings; (b) your breach of the Agreement; (c) your violation of any rights of another individual and/or entity; and (d) any dispute between you and any Registered User, end-user, Third-Party Provider or other third-party. The provisions of this Section 13 are for the benefit of EquityArcade®, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

  14. Disclaimer of Warranties. THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, EQUITYARCADE® MAKES NO WARRANTY THAT: (A) THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME WILL MEET YOUR REQUIREMENTS; (B) THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) YOU WILL OBTAIN ANY SPECIFIC INVESTMENT AMOUNT FROM INVESTORS; (D) THAT YOU WILL REALIZE ANY SPECIFIC FINANCING GOAL, FINANCIAL BENEFIT, INVESTMENT OUTCOME AND/OR OTHER FINANCIAL OUTCOME; OR (E) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME WILL BE ACCURATE OR RELIABLE. THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE AND/OR APP. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EQUITYARCADE®, ANY INVESTOR, DEVELOPER OR OTHERWISE THROUGH OR FROM THE EQUITYARCADE® OFFERINGS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

  15. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER EQUITYARCADE® SHALL, NOR ITS PARENTS, SUBSIDIARIES AND/OR CORPORATE AFFILIATES (INCLUDING MANORHAVEN CAPITAL, LLC), NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EQUITYARCADE® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER EQUITYARCADE® PRODUCTS AND/OR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER EQUITYARCADE® PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE EQUITYARCADE® OFFERINGS; (C) YOUR INABILITY TO OBTAIN ANY INVESTMENT AMOUNT FROM INVESTORS, LOCATE A SUITABLE INVESTOR AND/OR DEVELOPER, AS APPLIACBLE, OR OTHERWISE UTILIZE THE EQUITYARCADE® OFFERINGS TO SATISFY ANY MANNER OF FINANCIAL NEED; (D) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; (E) YOUR FAILURE TO REALIZE ANY SPECIFIC FINANCING GOAL, FINANCIAL BENEFIT, INVESTMENT OUTCOME AND/OR OTHER FINANCIAL OUTCOME; AND (F) ANY OTHER MATTER RELATING TO THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER EQUITYARCADE® PRODUCTS AND/OR SERVICES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, SECURITIES LAW VIOLATIONS, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE EQUITYARCADE® FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF EQUITYARCADE® TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER EQUITYARCADE® PRODUCTS AND/OR SERVICES MAY BE BROUGHT BY YOU OR EQUITYARCADE® MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND EQUITYARCADE®. ACCESS TO THE EQUITYARCADE® OFFERINGS AND/OR ANY OTHER EQUITYARCADE® PRODUCTS AND/OR SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS EQUITYARCADE’S® LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  16. Third Party Websites. The EquityArcade® Offerings contain links to other websites on the Internet that are owned and operated by third parties, including Social Mediate Websites, Registered Users and Third-Party Providers. In some instances, these websites are co-branded and the third parties are entitled to use EquityArcade’s® name and logo on their third party websites. EquityArcade® does not control the information, products or services available on these third party websites. The inclusion of co-branding and/or links does not imply endorsement by EquityArcade® of the applicable website or any association with the website’s operators. Because EquityArcade® has no control over such websites and resources, you agree that EquityArcade® is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites or for the protection of your data privacy by third parties. Any dealings with, or participation in promotions offered by, advertisers, Social Mediate Websites, Registered Users and Third-Party Providers featured by and through the EquityArcade® Offerings, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable entity. You further agree that EquityArcade® shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such website or any such dealings or promotions.

  17. User Information. Except where expressly provided otherwise by us in the Agreement, and subject to the Privacy Policy, all comments, User Content, Registration Data and/or materials that you submit through or in association with this Site and/or the EquityArcade® Offerings shall be subject to the Privacy Policy. For a copy of the Privacy Policy, please Click Here. EquityArcade® does not accept unsolicited ideas, works or other materials and you acknowledge that you are responsible for, and bear all risk as to the use or distribution of, any such ideas, works or materials.

  18. DMCA; Copyright Notice. EquityArcade® reserves the right to terminate the Account of any end-user who infringes upon third-party copyright rights. If any end-user or other third party believes that a copyrighted work has been copied and/or posted via the EquityArcade® Offerings in a way that constitutes copyright infringement, that party should provide EquityArcade® with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location of the copyrighted work that such party claims has been infringed upon; (c) a written statement by such party that it has a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) such party’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such party that the above information in such party’s notice is accurate and, under penalty of perjury, that such party is the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for EquityArcade’s® Copyright Agent for notice of claims of copyright infringement is as follows:

    • Lawrence Nusbaum
    • c/o Gusrae Kaplan Nusbaum PLLC
    • Attn: DMCA/Copyright Agent
    • 120 Wall Street, 25th Floor
    • New York, NY 10005
    • lnusbaum@gusraekaplan.com
  19. Dispute Resolution Provisions. The Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the EquityArcade® Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties agree to submit their dispute for resolution by arbitration before a reputable arbitration organization as mutually agreed upon by the parties in New York, New York, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here. We may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice ("Final Settlement Offer"). If we provide you with a Final Settlement Offer and you do not accept it, or we cannot otherwise satisfactorily resolve your dispute, you can submit your dispute for resolution by arbitration before a reputable arbitration organization as mutually agreed upon by the parties, in your county of residence, by filing a separate Demand for Arbitration, which is also available here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than our Final Settlement Offer, then we will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, we will reimburse any reasonable attorneys' fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (i) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (ii) pursuing the matter in small claims court rather than arbitration. Although we may have a right to an award of attorneys' fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous.

    To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against EquityArcade® and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that EquityArcade® incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (A) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site and/or App, as applicable.

  20. Miscellaneous. Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Registered User Agreement is in conflict or inconsistent with these Terms and Conditions, the applicable Registered User Agreement shall take precedence. EquityArcade’s® failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. EquityArcade® may, with or without notice to you and in its sole discretion, assign the Agreement and/or any of its rights or delegate its duties under the Agreement to any third party for any purpose. The Agreement, may not however, be assigned by you, and you may not delegate your duties under it. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

  21. Electronic Signatures. You acknowledge and agree that by clicking on the submit button, or taking such other action as may be designated by EquityArcade® as a means of accepting the Agreement, you are submitting a legally binding electronic signature and entering into a legally binding contract. You acknowledge that your electronic submission constitutes your agreement and intent to be bound by the Agreement. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE EQUITYARCADE® OFFERINGS. Further, you hereby waive any right or requirement under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires: (a) an original signature; (b) delivery or retention of non-electronic records; and/or (c) payments, or the granting of credits, by other than electronic means.

  22. California End-User Consumer Rights. In accordance with Cal. Civ. Code Sec. 1789.3, California State resident end-users may file grievances and complaints with the California Department of Consumer Affairs, 400 R Street, Ste. 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to dca@dca.ca.gov.

  23. How to Contact Us. If any end-user has any questions about the Agreement, the EquityArcade® Offerings or the practices of EquityArcade®, that end-user can email us as at: support@equityarcade.com; send us mail to: 120 Wall Street, 25th Floor, New York, NY 10005; or call us at: (347) 395-1040.