1. INTRODUCTION

Welcome to Netshares Financial Services, LLC (“Netshares”, “us,” “our,” “we”), a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investors Protection Corporation (“SIPC”), located at 3200 Wilcrest Drive, Suite 275, Houston, Texas 77042. You may find the background of our broker-dealer and investment professionals on https:/brokercheck.finnra.org/firm/summary/307532. These Terms of Service regulate the use and access of the website www.netshares.com (the “Platform”) as well as the Services (as defined below).

These Terms of Service, Privacy Policy, Compensation Disclosure Statement, Consent to Electronic Delivery, and other additional terms we may post on the Platform from time to time (collectively referred to as the “Terms”), set out the legal obligation vis-à-vis terms and conditions for your interaction and usage of the Platform and the Services provided through the Platform. For the sake of convenience, the term “Platform” shall include the Services provided by us through the Platform unless specified otherwise. These Terms apply to you even if you are a guest and not a registered user of the Platform.THIS DOCUMENT INCLUDES A PRE-DISPUTE ARBITRATION PROVISION AND REGULATES THE RESOLUTION OF ANY DISPUTE WHICH MAY ARISE BETWEEN YOU AND US AS A RESULT OF USING OUR PLATFORM.

Please read the Terms carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms. If you do not want to agree to these Terms, you must not access or use the Platform.

Netshares Financial Services, LLC (hereinafter referred to as “Netshares”, “we”, “us”, or “our”) and you the user (hereinafter referred to as (“you”, “your”) (each a “Party” to the contract and collectively, the “Parties”). The terms “you” or “your” shall hereinafter include the terms “Seeker(s) and the “Investor(s)” (as defined below) unless specified otherwise.

2. CHANGES TO THE TERMS OF USE

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes and the revised Terms. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

3. ACCESSING THE Platform AND ACCOUNT SECURITY

We reserve the right to withdraw or amend this Platform and any Services or material we provide on the Platform in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including visitors.​

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. We are entitled to rely upon your representation and you are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your Account. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, or any agreement entered into digitally, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.​

If you choose or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.We have the right to disable any user name, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

4. THE SERVICE

The Platform offers a web-based solution to connect users who are seeking to raise capital (“Seeker(s)”) for their businesses (“Business(es)”) with users who may be interested in investing in these Businesses (“Investor(s)”). The Platform may offer services in relation to the above-mentioned statement of services in this Section 4. All services offered through the Platform are hereinafter referred to as the “Service(s)” unless specified otherwise. The Services are offered subject to acceptance of all of the Terms.

Eligibility

4.1 To use our Platform, you must:

4.1.1 Be at least of the age of majority and not disqualified from entering into contracts under any law;

4.1.2 Complete the registration process;​4.1.3 Agree to our Terms;

4.1.4 Provide true, complete, and up to date legal and contact information;

4.1.5 Represent and warrant that you have the authority to accept these Terms on behalf of the company you may be affiliated with.

4.1.6 Represent and warrant that you will use Platform only for non-commercial purposes.

4.1.7 Represent and warrant that you will not make multiple accounts of the same type.

4.1.8 Represent and warrant that you are not a competitor of Netshares and are not using the Platform or Services for reasons that are in competition with Netshares.

4.1.9 Represent and warrant that you meet all the requirements listed above and that you will not use Platform in a way that violates any laws or regulations. We may refuse Services, close Accounts of any users, and change eligibility requirements at any time.

4.1.10 Represent and warrant that you are qualified concerning the conditions stated herein, therefore, are permitted to use the Platform. If you do not meet any of the conditions stated herein, you shall not access/use the Platform and must cease to be a user.

5. PERSONAL DATA

To provide you with the Services as mentioned in these Terms and open your Account, it is required that we collect, verify and record information which may include, but is not limited to, your name, date of birth, address, identification number, Social Security Number, employer identification number. To open an Account on the Platform we may ask for additional documents and information.U.S. Department of the Treasury, Securities and Exchange Commission and FINRA rules already require you to provide most of this information. These rules also may require you to provide additional information, such as your net worth, annual income, occupation, employment information, investment experience and objectives and risk tolerance.​If you fail to provide the information requested or if your identity cannot be verified, we may not be able to open an Account or carry out transactions for you. If we have already opened an Account for you, we may have to close it.

6. PROHIBITED USES

6.1You may use the Platform only for lawful purposes and in accordance with these Terms and any agreement that you have entered into us. You agree not to use the Platform:

6.1.1In 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 USA or other countries);

6.1.2 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;

6.1.3 To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;

6.1.4 To publish any content or material that falsely expresses or implies that such content or material is sponsored or endorsed by Netshares;

6.1.5 To impersonate or attempt to impersonate us, our employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); or

6.1.6 To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm us or users of the Platform, or expose them to liability.

6.2 Additionally, you agree not to:

6.2.1 Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other user’s use of the Platform, including their ability to engage in real-time activities through the Platform;

6.2.2 Use any robot, spider, or other automatic devices, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;

6.2.3 Represent and warrant that you are qualified concerning the conditions stated herein, therefore, are permitted to use the Platform. If you do not meet any of the conditions stated herein, you shall not access/use the Platform and must cease to be a user.

6.2.3 Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent;

6.2.4 Use any device, software, or routine that interferes with the proper working of the Platform;

6.2.5 Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

6.2.6 Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform;

6.2.7 Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; or

6.2.8 Otherwise, attempt to interfere with the proper working of the Platform.

7. REGISTERED USER

In order to access or use certain Services you must become a “Registered User” by creating an account (an “Account”) and choosing a password that you will use to access your Account.

As a Registered User, you agree that we may electronically provide you (via email or postings or links on the Platform) with invoices, documents, notices and other communications regarding the Platform, the Services and/or your use thereof, as well as special offers, promotions, commercial advertisements, marketing materials, etc. You agree that we may send the foregoing communications to you via your Account or any email address(es) which you provide to us as part of your Account registration or otherwise.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (collectively “Platform Content”)) are owned by Netshares, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:

8.1.1 Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

8.1.2 You may store files that are automatically cached by your Web browser for display enhancement purposes.

8.1.3 If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

8.1.4 If we provide social media features with certain content, you may take such actions as are enabled by such features. You must not, directly or indirectly:

8.1.5 Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Platform.

8.1.6 Remove any proprietary notices or labels from the Platform Content; reproduce or copy the Platform Content or any part thereof.

8.1.7 Modify, translate, or create derivative works based on the Platform Content.

8.1.8 Copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Content.

8.1.9 Create any derivative product from any of the foregoing.

8.1.10 Without our express written permission, introduce automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Platform.

8.1.11 Allow third parties to gain access to the Platform or to Platform Content in any manner other than as expressly permitted in these Terms. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any Platform Content is transferred to you, and all rights not expressly granted are reserved by Netshares. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

9. TRADEMARKS

You acknowledge and agree that the Platform name, our logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Netshares or its affiliates or licensors (collectively, the “Marks”). You are not authorized to use any of the Marks in any advertising, publicity, or any other commercial manner without the prior written consent of Netshares. Your use of the Platform confers no title or ownership in the Platform or the Marks and is not a sale of any rights in the Platform or the Marks. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

10. FEEDBACK

You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of Netshares and you hereby irrevocably transfer and assign to Netshares such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.

11. PROTECTION OF INTELLECTUAL PROPERTY

11.1 General.. It is our policy to limit access to our Platform of users who infringe the intellectual property rights of others, as a consequence of which we shall terminate your account. If you find that anything on our Services infringes any copyright that you own or control, please contact us using the information provided below.

11.2 DMCA Notification.. If you are a copyright owner or an agent thereof and believe that any content made available via the Platform infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Platform (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Please send us all notices in connection with copyright infringements to: 3200 Wilcrest Drive, Suite 275, Houston, Texas 77042.

11.3 Counter-Notice. If you feel that any of your content was improperly removed or made unavailable to other users, please contact us via the contact information set forth above.

12. THIRD-PARTY SERVICES

The Platform provided by us may permit you to link to other websites, services, or resources on the Internet, and other websites, services or resources may contain links to the Services. Also, Platform Content may contain links to other websites, services, or resources on the Internet. When you access third party resources on the Internet, you shall do so at your own risk. These other resources are not controlled by us, and you agree that we shall not be responsible or liable for including but not limited to the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link shall not imply our endorsement or any association in any way between us and their operators. You also agree that we will not be responsible or liable in any case, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such website or resource.

13. USER CONTRIBUTIONS

13.1 The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform. All User Contributions must comply with the Content Standards set out below in these Terms of Use.

13.2 Any User Contribution you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.

13.3 You represent and warrant that:

13.3.1 You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and

13.3.2 All of your User Contributions do and will comply with these Terms of Use.

13.3.3 You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Netshares, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

13.4 We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

14. CONTENT STANDARDS

14.1 These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable central, federal, state, local, and international laws, and regulations. Without limiting the foregoing, User Contributions must not:

14.1.1 Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, hurtful, inflammatory, or otherwise objectionable;

14.1.2 Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

14.1.3 Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;

14.1.4 Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

14.1.5 Contain images or videos of persons without such person’s consent;

14.1.6 Be likely to deceive any person;

14.1.7 Promote any illegal activity, or advocate, promote, or assist any unlawful act;

14.1.8 Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;

14.1.9 Impersonate any person or misrepresent your identity or affiliation with any person or organization;

14.1.10 Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or

14.1.11 Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.

15. MONITORING AND ENFORCEMENT; TERMINATION

15.1 We have the right to:

15.1.1 Remove or refuse to post any User Contributions for any or no reason in our sole discretion;

15.1.2 Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for us;

15.1.3 Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

15.1.4 Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform; or

15.1.5 Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.

15.2 Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone making any contributions or posting any materials on or through the Platform or otherwise accessing or using our Platform.

15.3 YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE AND HOLD US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND COSTS RESULTING FROM ANY ACTION TAKEN BY NETSHARES/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER NETSHARES/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

15.4 We do not undertake to review any material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

16. RELIANCE ON INFORMATION POSTED

16.1 THE INFORMATION PRESENTED ON THE PLATFORM IS REPRESENTED TO US AS BEING MATERIALLY TRUE, CORRECT AND COMPLETE. WHILE WE CONTINUALLY ENDEAVOR TO PROVIDE REASONABLY AND MATERIALLY CORRECT INFORMATION REGARDING BUSINESSES, SEEKERS AND BUSINESS BENEFICIARIES, WE DO NOT WARRANT THAT THE INFORMATION PRESENT IS TRUE, CORRECT OR COMPLETE. ANY RELIANCE YOU PLACE ON SUCH INFORMATION INVOLVES CERTAIN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE PLATFORM, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

16.2 THIS PLATFORM CONTAINS IN LARGE MEASURE CONTENT PROVIDED BY THIRD PARTIES, INCLUDING MATERIALS PROVIDED BY SEEKERS AND BUSINESS BENEFICIARIES, OTHER USERS, AND THIRD-PARTY LICENSORS, SYNDICATORS, AGGREGATORS, AND/OR REPORTING SERVICES. ALL STATEMENTS AND/OR OPINIONS EXPRESSED IN THESE MATERIALS, AND ALL ARTICLES AND RESPONSES TO QUESTIONS AND OTHER CONTENT, OTHER THAN THE CONTENT PROVIDED BY US, ARE SOLELY THE OPINIONS AND THE RESPONSIBILITY OF THE PERSON OR ENTITY PROVIDING THOSE MATERIALS. THESE MATERIALS DO NOT NECESSARILY REFLECT THE OPINION OF NETSHARES. WE ARE NOT RESPONSIBLE, OR LIABLE TO YOU OR ANY THIRD PARTY, FOR THE CONTENT OR ACCURACY OF ANY MATERIALS PROVIDED BY ANY THIRD PARTY.

16.3 THIS PLATFORM MAY CONTAIN DATA, INFORMATION OR CONTENT RELATING TO INVESTMENT OPPORTUNITIES. YOU SHOULD NOT INTERPRET ANY SUCH CONTENT AS TAX, LEGAL, FINANCIAL, OR INVESTMENT ADVICE BY US OR A RECOMMENDATION BY US TO INVEST IN ANY OFFERING LISTED ON THE PLATFORM. ANY DECISION TO INVEST SHOULD BE BASED SOLELY ON YOUR OWN CONSIDERATION AND ANALYSIS OF THE RISKS INVOLVING A PARTICULAR OFFERING AND IS MADE AT YOUR OWN RISK. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, AND ARE STRONGLY ENCOURAGED TO CONSULT WITH THEIR TAX, LEGAL AND FINANCIAL ADVISORS.

16.4 We update the content on this Platform from time to time, but its content is not necessarily always complete or up to date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

17. INFORMATION ABOUT YOU AND YOUR VISITS TO THE Platform

All information we collect on this Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

18. INVESTMENT TERMS

18.1 All investments made through our Platform are governed by the terms set forth herein and elsewhere in these Terms.

18.2 Investors may invest in any Businesses listed on the Platform provided such investment is in compliance with the federal, state and local laws of the USA, and applicable laws in the jurisdiction Investor.

18.3 Upon registration, Investors obtain access to certain information about Seekers and beneficiary of Businesses, including means of direct communication. While we endeavor to pre-screen and qualify Businesses after an involved exercise, such screening or qualification is not error-free, exhaustive, or warranted by us. Moreover, it is not a substitute for Investors independent investigations after Investor has obtained communication access to the Seeker. The Platform affords Investors an opportunity to ask Seekers questions concerning the Businesses and otherwise test the soundness of any Business. By making a contribution through the Platform, each Investor hereby represents and warrants that such Investor has conducted the due diligence that such Investor deems appropriate under the circumstances and does not rely on Netshares or its affiliates for the accuracy, completeness or adequacy of the information supplied on the Platform. Moreover, Investors should note that neither we nor any of our affiliates or employees represent or warrant that Seekers or beneficiaries of Businesses shall use contributed funds in the manner and for the purpose represented by them. We are not a party to any Business. Questions concerning use or utilization of funds are to be directed solely to the Seekers and beneficiaries of Businesses, not Netshares or its affiliates or employees.

8.4 Notwithstanding the foregoing and solely with a view to facilitating communication, Investors may be sent from time to time updates about the progress/status of any Business and hereby irrevocably consent to receive such communications. In case an Investor or other users wish to opt-out of such communications, such users must log-in to their Account and disable communications for that specific Business.

18.5 Investments by Investors outside the state of Texas and/or the USA, must comply with the provisions of the governing laws.

18.6 All investments shall be received through the Platform from Investors using credit and debit cards, wire transfers, ACH, and deposited in a bank account maintained by Netshares in the state of Texas. By using the Platform, each Investor hereby signifies its understanding, acceptance and agreement that Netshares is not engaged in providing banking or financial services; instead, all remittances to Seekers shall be made solely through established banking and other clearance and settlement systems regulated under applicable laws. Further, Netshares is neither a trustee nor does it assume any fiduciary responsibility with respect to the transactions, Businesses, or investments.

18.7 Investors hereby authorize Netshares and their respective service providers to collect, process, facilitate and remit funds through governmentally established banking, clearance, and settlement.

18.8 There might occur circumstances where a banking or other financial institution might decline, withhold or delay the processing of contributions or remittances, require Netshares, or Seeker to provide additional information or institute additional safeguards and checks and balances or take such other action as deemed appropriate in compliance with applicable law. Users hereby covenant to assist Netshares with any compliance obligations and fully cooperate with it in resolving any questions such as banking or financial institution or governmental authority might have.

18.9 We reserve the right to refuse to process investments made by any Investors, including any questionable transactions. This includes, without limitation, suspected collusion between the Investor and Seeker to bring about false impressions, mislead other users or breach/ violate any law or further any charges imposed by issuing banks, or generally a breach of any government policies or laws. Where Netshares suspects or has reasonable cause to doubt the credibility of the Investors and/or Seekers, Netshares may return investments after deducting its fees and charges.

18.10 Netshares may delay notifying payment/transaction confirmations if we suspect any transaction as suspicious. In addition, we may hold-back funds raised and subsequently inform law enforcement officials (instead of refunding the same to Investor) if it deems in its sole discretion to be appropriate or expedient. Netshares reserves the right to reverse investments at its sole discretion, including in the event of violation of these Terms. No interest or other charges shall be due or payable on such reverses. Investor acknowledges that we will not be liable for any damages, interests or claims etc. resulting from not processing such transactions/funds/contributions or from any delay in processing transactions/funds/contributions.

18.11 Investors are individually responsible for determining the suitability of your investment decisions. We are not responsible for the investment decisions made by you or on your behalf. We are not responsible for the strategies, actions or inactions taken with respect to your investments made in Businesses. We are not responsible for the gains or losses you incur. The employees, agents, and representatives of Netshares are not authorized to give you investment advice, and any instructions you receive from us with respect to Businesses listed on the Platform will be limited to technical or administrative guidance. You assume individual responsibility for determining the suitability of all investment decisions and strategies you make or implement. You must base your investment decisions upon all information reasonably available to you and your own assessment of risks and rewards. You are solely responsible for knowing the rights and terms for all investments you make in Businesses listed on the Platform by the Seekers.

19. SEEKERS REGISTRATION AND OBLIGATIONS

19.1 Seekers cannot seek investments for their Businesses on the Platform automatically. Seekers have to go through a manual approval process in order to open an Account and seek investments for their Businesses on the Platform. The Seekers must provide us with including without limits:

19.1.1 A valid commercial registration in any state of the USA;

19.1.2 Proof of valid activities under their respective commercial registration;

19.1.3 A valid corporate banking account for the respective Seeker’s company/Business;

19.1.4 Identification information of the valid owners of the Seeker’s company/Business and Financial institution validation of owners’ bank account; and

19.1.5 Any additional document or certificate as requested by Netshares in order to verify the identity, intentions, financial stability and goodwill of the Seeker.

19.2 Once a Seeker has been approved by us, the Seeker will become eligible to seek investments for their Business. We will work with the Seekers to collect all the necessary information required to seek investments for their Business, enter into a contract between Netshares and the Seeker; stipulating all the necessary details, and fees associated with the Business, and we will set up the “Business Page” on the Platform on behalf of the Seeker whereby the Seeker can seek investments for their Business. The Seekers will not have the ability to change the Business Page information themselves. However, Seekers may request us to change the Business Page information displayed on the Platform. We reserve the right to either deny or approve a Seeker’s request to change the Business Page information.

19.3 Without limiting any other provisions of these Terms of Service, Netshares shall have the right to remove the Business Page of the Seeker if the Business Page or the Seeker are in violation of any federal, state, or local laws of the USA or if the Seeker or Business Page violate these Terms.

19.4 As a Seeker, you shall:

19.4.1 Apply any contributions you receive from Investors solely and directly for the purposes of achieving the objectives stated in the Business Page and use them for no other purposes;

19.4.2 Meet all commitments you make in your Business Page;

19.4.3 Promptly and accurately respond in full and to our satisfaction to all queries, clarifications or requests made by us and/or any Investor;

19.4.4 Not use any personal information we share with you in connection with an Investor for any reason other than contacting them in relation to the Business for which they have made an investment;

19.4.5 Promptly contact and work with Investors to reach a mutually satisfactory resolution, which may include refunding their investment if you are unable to fulfil any of your commitments;

19.4.6 Comply with all applicable laws and regulations, including without limitation any tax obligations, in relation to your Business and your use of the investments made by the Investors; and​19.4.7 Not take (or refrain from taking) any action or make any business or other decision in reliance on having your Business posted on the Platform or on presumption or receiving any funds until you have the received the funds into your bank account.

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20. GEOGRAPHIC RESTRICTIONS

While we endeavor to provide this Platform for use by persons in the state of USA we make no claims that the Platform or any Platform Content is accessible or appropriate outside Texas. Access to the Platform may not be legal by certain persons or in certain states of the USA and other countries. If you access the Platform from outside of the state of Texas, you do so on your own initiative and are responsible for compliance with local laws.

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21. DISCLAIMER OF WARRANTIES

​21.1 You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

21.2 YOUR USE OF THE INTERNET, THE PLATFORM, ITS PLATFORM CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS PLATFORM CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS PLATFORM CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

21.3 TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

21.4 NETSHARES DOES NOT ENDORSE ANY THIRD PARTIES, OR THIRD-PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY SEEKER SEEKING TO RAISE CAPITAL THROUGH THE PLATFORM OR USING THE SERVICES. PLATFORM MERELY SERVES AS AN ONLINE PLACE FOR INTERACTIONS BETWEEN SEEKERS AND INVESTORS. NETSHARES IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN SEEKERS OR AND INVESTORS. WE ARE NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY INDIVIDUAL OR ENTITY IN CONNECTION WITH ANY BUSINESS OPPORTUNITY POSTED ON OR THROUGH THE PLATFORM.

21.5WE MAKE NO REPRESENTATION THAT THE CONTENT OF THIS PLATFORM CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THE PLATFORM FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

21.6THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

22. SECURITIES MATTERS; WARRANTY DISCLAIMERS; NO WAIVER

INVESTMENT CROWDFUNDING, WHETHER OFFERED VIA REGULATION CF, REGULATION A, OR REGULATION D, IS A RELATIVELY NEW WAY OF RAISING AND INVESTING CAPITAL AND IS NOT A PROVEN METHOD TO MAKE CONSISTENT INVESTMENT RETURNS OVER TIME AND SHOULD NOT BE ASSUMED OR RELIED UPON AS SUCH UNDER ANY CIRCUMSTANCES. INVESTORS SEEKING TO INVEST IN BUSINESSES ACKNOWLEDGE AND AGREE THAT THE SEEKER BUSINESSES LISTED ON THE PLATFORM TEND TO BE IN EARLIER STAGES OF DEVELOPMENT, AND THEIR BUSINESS MODEL, PRODUCTS AND SERVICES MAY NOT YET BE FULLY DEVELOPED, OPERATIONAL OR TESTED IN THE PUBLIC MARKETPLACE. THERE IS NO GUARANTEE THAT SEEKER BUSINESSES WILL BE ABLE TO GENERATE SUFFICIENT CASHFLOW TO SERVICE THEIR OUTSTANDING DEBT SECURITIES, OR THAT THE STATED EQUITY VALUATION AND OTHER TERMS ARE ACCURATE OR IN AGREEMENT WITH THE MARKET OR INDUSTRY VALUATIONS. INVESTORS MAY RECEIVE ILLIQUID AND/OR RESTRICTED STOCK THAT MAY BE SUBJECT TO HOLDING PERIOD REQUIREMENTS AND/OR LIQUIDITY CONCERNS. AS A PRUDENT MATTER, INVESTING IN SEEKER BUSINESSES OR SMALL BUSINESSES SHOULD NOT BE A LARGE PART OF YOUR OVERALL INVESTMENT PORTFOLIO AND ONLY COMPLETED AFTER CAREFUL CONSIDERATION AND CONSULTATION WITH YOUR LEGAL, FINANCIAL AND TAX ADVISERS. INVESTMENTS IN SEEKER BUSINESSES AND SMALL BUSINESSES ARE HIGHLY ILLIQUID, AND THOSE INVESTORS WHO CANNOT HOLD AN INVESTMENT FOR THE LONG TERM SHOULD NOT INVEST.ANY SECURITIES OFFERED ON THIS PLATFORM HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. NETSHARES AND ITS AFFILIATES DO NOT PROVIDE ANY INVESTMENT ADVICE OR RECOMMENDATION AND DO NOT PROVIDE ANY LEGAL OR TAX ADVICE WITH RESPECT TO ANY SECURITIES. ALL SECURITIES LISTED ON THIS PLATFORM ARE BEING OFFERED BY, AND ALL INFORMATION INCLUDED ON THIS PLATFORM IS THE RESPONSIBILITY OF, THE APPLICABLE ISSUER/SEEKER OF SUCH SECURITIES. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SEEKER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTMENTS ON NETSHARES ARE SPECULATIVE, ILLIQUID AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.

The securities that may be offered through the Platform have not been registered under the Securities Act and are offered in reliance on the registration exemptions provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder, Regulation A, or under Section 4(a)(6) of the Securities Act and Regulation Crowdfunding thereunder. The U.S. Securities and Exchange Commission, state securities commission or other regulatory authority have not approved, passed upon, or endorsed the merits of any offering on this Platform.​

You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event”). You represent and warrant that you are not subject to a Disqualifying Event and that you will promptly notify us in writing should any Disqualifying Events be applicable to you. Netshares is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event. Please head to the US Securities and Exchange Commission (SEC) website for more details on these matters through these links:

https://www.sec.gov/smallbusiness/exemptoffering/recrowdfunding
https://www.sec.gov/smallbusiness/exemptoffering/rule506b
https://www.sec.gov/info/smallbus/secg/bad-actor-small-entity-compliance-guide.htm

Notwithstanding anything to the contrary in these Terms, nothing in these Terms shall be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.

23. LIMITATION ON LIABILITY

23.1 TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE AND ACCESS, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF PROFIT, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

23.2 The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

23.3 THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

24. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Netshares, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform Content, Services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Platform.

25. LIMITATION ON TIME TO FILE CLAIMS

TO THE EXTENT PERMISSIBLE BY LAW IN EACH RELEVANT JURISDICTION ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE TRANSACTIONS PERFORMED BY USE OF THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

26. TERMINATION

We reserve the right to terminate your access to all or any part of the Platform at any point of time, without providing any cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your access to the Platform. You may terminate your Account if you wish to do so by placing a request at dlee@netshares.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Platform. Any such termination shall, effective immediately, prohibit you from accessing or using the Platform and/or Platform Content for any reason. The provisions of these Terms of Service which by their nature should survive termination shall survive termination, including but not limited to Licenses, warranty disclaimers, ownership provisions, limitations of liability and indemnification.

27. RELEASE

To the maximum extent permissible by applicable law, you hereby absolutely release Netshares and its affiliates as well as all other users of the Services from responsibilities including but not limited to, claims, causes of action, liability, expenses, demands, and/or damages (actual and consequential) of all kinds and nature, known and unknown and claims of negligence, that may arise from the use of or inability to use, or in relation to your use of and/or reliance on the Platform, including any disputes which may arise between users and the acts or omissions of third parties.

28. GOVERNING LAW AND JURISDICTION

All matters relating to the Platform and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

29. PRE-DISPUTE ARBITRATION AGREEMENT

These Terms of Service contain a pre-dispute arbitration clause. By agreeing to our Terms, you and Netshares (together with each such person’s respective affiliates, agree as follows: (a) It is agreed that all controversies or disputes which may arise between the Parties concerning any transaction or the construction, performance, or breach of these Terms or any other agreement(s) between us, whether entered into prior to, on, or subsequent to the date of this Terms Of Service, including any controversy concerning whether an issue is arbitrable, shall be determined by arbitration conducted before, and only before, an arbitration panel set up by FINRA in accordance with its arbitration procedures. Any arbitration under these Terms will be conducted pursuant to the Federal Arbitration Act and the Laws of the State of Texas. (b)All of the Parties are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which the claim is filed. (c) Arbitration awards are generally final and binding; a Party’s ability to reverse or modify an arbitration award is very limited. (d)The ability of the Parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. (e)The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. (f)The panel of arbitrators typically will include a minority of arbitrators who were or are affiliated with the securities industry. (g) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. (h) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Terms of Service. (i) No Person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any Person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

30. FINRA PUBLIC DISCLOSURE PROGRAM

As a member of Financial Industry Regulatory Authority (“FINRA”), Netshares is required to disclose the availability of BrokerCheck, an online tool that provides information about FINRA-registered firms and investment professionals. To access BrokerCheck or download an investor brochure, go to http://www.finra.org/brokercheck. You can also call the BrokerCheck Hotline at 800-289-9999.

31. MISCELLANEOUS

31.1 Entire Agreement and Severability. These Terms are the entire agreement between you and us with regards to the Platform. These Terms supersede all prior, contemporaneous communications and proposals made (whether oral, written, or electronic) between you and us with regards to the Platform. If any provisions mentioned in these Terms are found to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. In the event of the failure of either party to exercise in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.

31.2 Relationship of the Parties. You and Netshares are independent contractors. These Terms shall not and do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship of any kind between the Parties. You shall not have any authority of any kind to bind us in any respect. Unless expressly stated otherwise in these Terms, there are no third-party beneficiaries to the Terms. We do not have any special relationship you nor any fiduciary duty.

31.3 Force Majeure. We will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, denial-of-service attacks, (b) any failure by a third-party hosting provider or utility provider, (c) strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

31.4 Assignment. You agree that these Terms are personal to you, and are not assignable, transferable or sublicensable by you. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.

31.5 Notices. All notices under these Terms shall be in writing Unless otherwise specified in these Terms. Notices to us shall be sent by email to
dlee@netshares.com. You shall ensure written confirmation o f receipt for notice to be effective. Notices to you shall be sent to your last known email address (or the email address of your successor, if any) and/or to any email address that would be reasonably likely to provide notice to you, and such notice shall be effective upon transmission.​31.6 No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.​31.7 Interpretation. The headers are provided only to make these Terms easier to read and understand.

32. CONTACT

You may get in touch with us through our website or the address given below:

Netshares Financial Services, LLC

3200 Wilcrest Drive, Suite 275

Houston, Texas 77042

dlee@netshares.com