This User Agreement (this "Agreement") sets forth the terms and conditions that apply to your access and use of the website located at https://lodasmarkets.com (the "Website"), any websites of affiliates and subsidiaries of LODAS Markets Inc., and all information, content, tools, features and functionality located thereon (collectively, the "Service"). LODAS is owned and operated by LODAS Markets Inc., with support from its subsidiary, LODAS Securities LLC ("LODAS Securities"), a Kansas limited liability company and wholly-owned subsidiary of LODAS Markets Inc. (LODAS Markets Inc. and its parents, successors, subsidiaries, affiliates, "LODAS"), and LODAS Transfer LLC ("LODAS Transfer"), a Kansas limited liability company and wholly-owned subsidiary of LODAS Markets Inc.
LODAS operates, among other things, a platform for investors to obtain information regarding private company shares and to interact with LODAS Securities, a registered broker-dealer, to, among other things, match buyers and sellers of such shares. The LODAS platform also allows investors and issuers to manage ownership records of their investments and to interact with LODAS Transfer, a registered transfer agent. When you use the Website, you agree to comply with the LODAS terms and conditions.
You represent and warrant that you are of legal age to use the Service. You may not accept this Agreement if you are not of a legal age to form a binding contract with LODAS. By accepting this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. You may print or save a copy of this Agreement for your records.
3. Information from Third Parties
LODAS works with third-party providers of information in connection with the Service. LODAS does not endorse or guarantee any such third-party information for any purpose, including but not limited to accuracy, legality, non-infringement or fitness for any particular purpose. LODAS Securities and LODAS Transfer are not responsible for any third-party products and services or third-party websites accessed through the Service.
4. Offers and Third-Party Links
Some parts of the Service may be supported by sponsored links from advertisers and display offers that may be custom matched to you based on information stored in the Service, queries made through the Service or other information. In connection with any such offers, the Service may provide links to other websites belonging to LODAS advertisers and other third parties. LODAS does not endorse, warrant or guarantee the products or services available through any such offers (or any other third-party products or services advertised on or linked from its site), and LODAS is not an agent or broker or otherwise responsible for the activities or policies of those websites.
5. Your Registration Information
Any information provided to or data generated by your activities on the platform will be available to LODAS in order to assist you with the Services provided by LODAS, unless otherwise prohibited by law, rule, or regulation. You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your Login ID e-mail address, allows you to access the Service.
Your Login ID and password, together with any mobile number or other contact information you provide form your "Registration Information".
By providing LODAS with your e-mail address, you agree to receive all required notices from LODAS electronically, to the e-mail address provided. It is your responsibility to update or change that address. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on its site, accessible through most standard, commercially available Internet browsers. If you become aware of any unauthorized use of your Registration Information, you agree to notify LODAS immediately.
6. Your Use of the Service
Your right to access and use the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Service for lawful purposes.
In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you may be affected.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair or other actions that LODAS, in its sole discretion, may elect to take. LODAS cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings, or other service interruptions. LODAS cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalization settings.
7. Online and Mobile Alerts
LODAS may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to you following certain changes made online to your account, such as a change in your Registration Information. You do not need to activate these alerts. Although you may have the option to turn off some of these automatic alerts, LODAS recommends that you leave them on, since they may be security-related.
Voluntary account alerts may be turned on by default as part of the Service. LODAS may add new alerts from time to time, or cease to provide certain alerts at any time in its sole discretion. Each alert may have different options available, and you may be asked to select from among these options upon activation of your alerts service.
If your e-mail address changes, you are responsible for informing LODAS of that change. Alerts may include your Login ID and some information about your account. Anyone with access to your e-mail will be able to view the content of these alerts.
8. Electronic Delivery
A. Consent to Electronic Delivery
By agreeing to electronic delivery, you are giving your informed consent to electronic delivery of all Customer Communications (defined below), other than those you have specifically requested be delivered in paper form. "Customer Communications" mean all current and future statements, trade confirmations, notices, disclosures, regulatory communications, and other information, documents, data, and records regarding your use of your account or profile with the Website, as applicable, and the Service delivered or provided to you by LODAS and other parties. Electronic delivery includes either e-mail or the electronic platform.
B. Revocation of Consent
You may revoke or restrict your consent to electronic delivery of Customer Communications at any time by notifying LODAS in writing or by phone of your intention to do so. You also have the right to request paper delivery of any Customer Communications that the law requires LODAS to provide to you in paper form. You understand that if you revoke or restrict your consent to electronic delivery of Customer Communications or request paper delivery, LODAS, at its discretion, may charge you a reasonable service fee for the delivery of Customer Communications that would otherwise be delivered electronically, restrict your profile or account, as applicable, or close your profile or account and terminate access to the Service. Neither your revocation or restriction of consent, your request for paper delivery, nor LODAS' delivery of paper copies of Customer Communications will affect the legal effectiveness or validity of any electronic communication provided while your consent was in effect. You understand that it may take up to three days to process a revocation of consent to electronic delivery, and you may receive electronic notifications in the interim.
C. Electronic Delivery System
LODAS will notify you by email when Customer Communications are posted on the Website if required by law. You will have access through the Website to an archive of all documents you received via electronic delivery for at least the current year. You may obtain copies of earlier documents upon your request for up to six years for account statements, if applicable, and three years for trade confirmations, if applicable to the Service.
You acknowledge that the internet is not a secure network and that communications transmitted over the internet may be accessed by unauthorized or unintended third parties. Email notifications sent by LODAS will not contain sensitive or confidential customer information, including account numbers and the identity of the security purchased. Due to security risks, the Account Holder will not send any sensitive information, such as account numbers or passwords, in an unencrypted email.
Emails on rare occasions may fail to transmit properly. Regardless of whether you receive an email notification, you agree to check Website regularly for up-to-date information and to avoid missing time-sensitive information. You agree that, for your records, you can download and save or print the Customer Communications you receive via electronic delivery. In the event that an email notification sent to you is returned to LODAS as undeliverable, a letter will be sent to your postal mail address of record notifying you that Customer Communications will be delivered by regular mail until LODAS receives verification of an email address from you. You understand that if you are deemed to have revoked your consent to electronic delivery, LODAS, at its discretion, may charge you a reasonable service fee for the delivery of Customer Communications that would otherwise be delivered to you electronically or restrict your profile or account, as applicable.
You understand that LODAS reserves the right to post certain Customer Communications on the Website without providing notice to you. You agree to check the Website regularly, as you may have no other means of knowing that certain information and Customer Communications have been delivered to you. You agree that all Customer Communications provided to you in any of the ways described above will be deemed to be good and effective delivery to you when sent by LODAS, regardless of whether you actually or timely receive or access the Customer Communications.
You agree to promptly and carefully review all Customer Communications as and when delivered and to notify LODAS by telephone within, unless otherwise provided herein, five days of delivery if you object to the information provided. LODAS is entitled to treat such information as accurate and conclusive unless you object in writing within five days of delivery.
Potential costs associated with electronic delivery of Customer Communications include charges from internet access providers and telephone companies, and you bear such charges. LODAS does not charge you additional online access fees for receiving electronic delivery of Customer Communications.
E. Hardware or Software Requirements
You understand that to receive electronic deliveries, you must have internet access, a valid email address, the ability to download such applications as LODAS may specify and to which you have access, and a printer or other device to download and print or save any information you may wish to retain. LODAS will notify you of any changes in the hardware and software requirements needed to access electronic records covered by this consent.
F. Consent And Representations
You hereby agree that you have carefully read the above information regarding informed consent and fully understand the implications thereof. You hereby agree to the conditions outlined above concerning electronic delivery of Customer Communications. You also agree that you will maintain a valid e-mail address and continue to have access to the internet. If your e-mail address changes, you agree to notify LODAS of your newest email address immediately in writing (for example, by submitting a completed change of email address electronically through the Website).
9. Alert Disclaimer
You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. LODAS does its best to provide alerts in a timely manner with accurate information. LODAS does not guarantee the delivery or the accuracy of the content of any alert. You explicitly agree that LODAS shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert, for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert.
10. Rights You Grant to Us
Any information, data, passwords, usernames, PINs, other log-in information, materials or other content (collectively, "Accounts Content") you provide in connection with the Service, you are licensing, free of any charge, the Accounts Content to LODAS solely for the purpose of providing the Service. LODAS may use such Accounts Content, but only to provide the Service to you. By submitting Accounts Content, you represent that you are entitled to submit it in connection with the Service for use for this purpose, without any obligation by LODAS to pay any fees or other limitations.
You hereby authorize and permit LODAS to use information submitted by you to the Service (such as account passwords and users names) to configure the Service so that it is compatible with the third-party sites.
11. LODAS' Intellectual Property Rights
The Website's "look and feel" (for example, the text, graphics, images, logos and button icons appearing on the website), photographs, editorial content, notices, software (including HTML-based computer programs) and other materials are protected under the United States and other applicable copyright, trademark and other laws. The contents of the Website belong or are licensed to LODAS or its software or content suppliers. LODAS grants you the right to view and use the Website subject to these terms. You may download or print a copy of information provided on the Website for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Website, in whole or in part, for any other purpose is expressly prohibited without LODAS' prior written consent.
12. Access ad Interference
You agree that you will not:
use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service, without LODAS' express written consent, which may be withheld in LODAS' sole discretion;
use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Service, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Internet Explorer);
post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interferes with the proper working of the Service; or
attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Service.
13. Rules for Submitting Indications of Interest to Buy or Sell Company Shares on The Service, as Applicable
As part of the Service, LODAS may allow users to submit indications of interest to buy or sell company shares.
You are solely responsible for all content you submit in connection with the Service.
By submitting content in connection with the Service, you represent that you have all necessary rights and hereby grant LODAS a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with the Service, and the business of LODAS, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels.
You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
You may not interfere with other users' use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Service, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
You may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in areas explicitly designated for such purpose.
You may not copy or use personal identifying or business contact information about other users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.
14. Disclaimer of Representations and Warranties
THERE ARE NO STANDARDS OF PERFORMANCE FOR THE SERVICE. THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OR PROVIDED THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. LODAS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
LODAS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OF THE SERVICE, WHETHER SUCH CONTENT IS PROVIDED BY LODAS OR BY A THIRD PARTY ON THE SERVICE, AND LODAS EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LODAS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
15. Not a Registered Exchange, Financial Planner, Investment Adviser or Tax Advisor
NEITHER LODAS NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE. Although the Service may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial or investment advice.
LODAS is not:
a registered exchange under the Securities Exchange Act of 1934,
a registered investment adviser under the Investment Advisers Act of 1940 or
a financial or tax planner, and does not offer legal advice to any user of the Service.
Although the Service may provide data, information, or content relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice.
16. Limitations on LODAS' Liability
IF LODAS IS FOR ANY REASON HELD LIABLE TO YOU OR TO ANY OTHER INDIVIDUAL OR ENTITY, WHETHER IN CONTRACT, WARRANTY, INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, THE LIABILITY OF LODAS, IN THE AGGREGATE AND NOT PER INCIDENT, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO LODAS FOR THE SERVICES WITHIN THE PAST ONE-YEAR, IF ANY, OR (2) $50.00.YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, ANY SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
LODAS SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY OR INDIVIDUAL FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, TRADES OR DATA OR FOR ANY DAMAGE TO YOUR EQUIPMENT OR FOR ANY BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF LODAS AND/OR ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES AND FOREIGN COUNTRIES DO NOT ALLOW US TO LIMIT OUR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN THOSE STATES OR FOREIGN COUNTRY, LODAS'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
17. Your Indemnification of LODAS
You shall defend, indemnify and hold harmless LODAS, its and their officers, directors, shareholders, employees, agents, consultants and advisers, from and against all claims and expenses, including but not limited to attorneys' fees, imposed on, incurred by or asserted as a result of or related to: (a) any non-compliance by you with the terms and conditions hereof or (b) any third-party actions related to your receipt and use of the Services and content, whether authorized or unauthorized under the Agreement. Any cooperation by LODAS in such defense is without waiver of any attorney-client, work product, or other legal privileges.
18. Force Majeure
Notwithstanding any other term or condition of this Agreement, LODAS shall not be obligated to perform or observe their obligations undertaken in this Agreement if prevented or hindered from doing so by circumstances beyond its control.
20. Modifications of this Agreement
LODAS may modify this Agreement from time to time in its sole discretion, so review it periodically. The Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you visit LODAS or use the Service after such changes are made.
21. Arbitration / Governing Law and Venue for Disputes
You understand that, in return for agreement to this provision, LODAS is able to offer the Service at the terms designated, and that your assent to this provision is an integral part of LODAS' willingness to enter into this Agreement, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case LODAS may seek such relief in any court with jurisdiction over the parties.
Any claim, dispute, controversy or other matter in question with regard to this Agreement shall be submitted to the American Arbitration Association ("AAA") and shall exclusively be subject to final binding arbitration in accordance with the Commercial Arbitration Rules and Regulations of the AAA. Claims or disputes must be filed within one year. To the extent permitted by law, any claim or dispute under this Agreement must be filed within one year in an arbitration proceeding or in court. The one-year period begins on the date when a Notice of Legal Dispute is filed with us. You agree you are permanently barred to bring a claim for your dispute if you do not file your claim within one year.
All notices and other communications required under this Agreement shall be in writing and shall be directed to: (a) LODAS Markets Inc., Attn: LODAS at firstname.lastname@example.org; or (b) to you at the email address you provided. Notice shall be deemed to have been duly given upon actual receipt by a party, or upon constructive receipt if sent by certified mail, postage pre-paid, return receipt requested, at such address or any other address, as any party hereto shall hereafter specify by notice to the other party hereto.
If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement.
You agree that if LODAS does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which LODAS has the benefit of under any applicable law), such failure to exercise such right or remedy may not be construed as a waiver of any other rights and remedies of LODAS .