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Subscriber Agreement

Updated as of January 31, 2020

Templum Markets is a registered broker dealer that operates,among other things, an alternative trading system (the “Platform” or the “Templum Platform”), which is made available for approved investors (“Subscribers”). The Platform facilitates trades in securities representing interests in, or obligations of, private issuers which may be in the form of limited partnership interests, interests in limited liability companies, or in corporations, including debt securities(the “Securities”). This Subscriber Agreement (“Agreement”) sets forth the terms of use and conditions that apply to your access and use of the Templum Platform, including but not limited to, the website located at templuminc.com, and any websites of subsidiaries and affiliates of Templum Markets, LLC (“Templum Markets”). Templum Markets is a wholly-owned subsidiary of Templum, Inc. (“Templum”), a Delaware corporation. The use of the term “you” or “your” in this Agreement shall refer to the Subscriber, its respective users and any accounts sponsored on behalf of Subscriber, all of whom may be individual accredited investors as well as institutional investors.

All information, content, tools, features, diligence materials, investment opportunities and functionality located on or accessible through the Platform are referred to as the “Services”. When you use the Platform, you agree to comply with the terms of this Agreement on behalf of yourself and, in the case of any institutional investor, sponsored account or other entity, your employees, agents, consultants and others who may use the Services on your behalf.

You acknowledge your understanding that this Agreement constitutes a binding agreement between you and Templum Markets that governs your access and use of the Platform, which includes any images, text, illustrations, designs, icons, photographs, programs, downloads, systems and methods of trading, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, "Content"), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Platform.

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, SO PLEASE READ CAREFULLY BEFORE ACCEPTING THE TERMS OF THE AGREEMENT

Subject to certain exceptions, the Platform and the offerings therein are intended for accredited and institutional investors (for persons residing in the U.S.), and for persons residing abroad in jurisdictions where securities registration exemptions apply. Securities offered on the Platform are offered through Templum Markets, a registered broker/dealer and member FINRA and SIPC. Information on all FINRA-registered broker-dealers can be found on FINRA's BrokerCheck.

EACH TIME YOU USE THE PLATFORM, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THE TERMS AND CONDITIONS OF THE AGREEMENT IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT STATED HEREIN, DO NOT USE THE PLATFORM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM. YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT IS A CONDITION TO YOUR RIGHT TO ACCESS THE PLATFORM. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF THIS AGREEMENT WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE PLATFORM AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE PLATFORM AFTER SUCH BREACH.

I. TERMS OF USE

ACCEPTANCE

Use of the Platform and/or the Services constitutes your agreement to be bound by the terms and conditions contained in this Agreement.

You represent and warrant that you are of legal age to use the Services. You may not accept this Agreement if you are not of a legal age to form a binding contract with Templum Markets. 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.

PRIVACY

For information about Templum Market’s data protection practices, please read the Privacy Policy. The Privacy Policy explains how Templum Markets treats your personal information and protects your privacy when you access the Platform and use the Service. The Privacy Policy may be updated from time to time in the sole discretion of Templum Markets. Changes are effective upon posting to the Platform, or as otherwise specified upon posting.

INFORMATION FROM THIRD PARTIES

Templum Markets works with third-party providers of information in connection with the Service. Templum Markets 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. Templum Markets is not responsible for any third-party products and services or third-party websites accessed through the Service.

YOUR REGISTRATION INFORMATION

Any information provided to or data generated by your activities on the Platform will be available to Templum Markets in order to assist you with the Services provided by Templum Markets. 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 Platform.

Your Login ID and password, together with any mobile number or other contact information you provide, form your 'Registration Information.'

By providing Templum Markets with your e-mail address, you agree to receive all required notices from Templum Markets 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 Templum Markets immediately.

YOUR USE OF THE PLATFORM

Your right to access and use the Platform 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 Platform for lawful purposes.

In order for the Platform 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 Services to you may be affected.

Your access and use of the Platform and the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, repair or other actions that Templum Markets, in its sole discretion, may elect to take. You acknowledge that Templum Markets 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. You understand that Templum Markets cannot and does not assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalization settings, or for any limitations, downtime or unavailability of the Platform as a result of any third-party provider, technology company, hosting service or licensor who provides services or technology to Templum Markets for the enablement of the Platform.

ONLINE ALERTS

Templum Markets 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, Templum Markets 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. Templum Markets 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 Templum Markets 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.

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. Templum Markets does its best to provide alerts in a timely manner with accurate information. Templum Markets does not guarantee the delivery or the accuracy of the content of any alert. You explicitly agree that Templum Markets 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.

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, to Templum Markets solely for the purpose of providing the Service. Templum Markets 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 Templum Markets to pay any fees or other limitations.

TEMPLUM MARKETS'S INTELLECTUAL PROPERTY RIGHTS

The Platform’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 United States and other applicable copyright, trademark and other laws. The contents of the Platform belong or are licensed to Templum Markets or its software or content suppliers. Templum Markets grants you the right to view and use the Platform subject to these terms. You may download or print a copy of information provided on the Platform for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from the Platform, in whole or in part, for any other purpose is expressly prohibited without Templum Market’s prior written consent.

ACCESS AND 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 Templum Markets’ express written consent, which may be withheld in Templum Markets’ 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.
LINKS TO OR FROM THIRD PARTY WEBSITES

The Platform may contain links to certain Internet platforms sponsored and maintained by third parties. These Internet platforms are not under the control of Templum Markets. In addition, third party platforms may contain links to the Platform. Templum Markets is not responsible or liable for, and makes no representations or warranties, concerning the content of any such third-party platforms. The fact that Templum Markets has provided a link to a third party platform, or that a third party platform has provided a link to the platform, does not constitute an endorsement, authorization, sponsorship, or affiliation by Templum Markets with respect to that platform, its owners, or its providers and Subscriber accesses that platform and any services or information provided therein are at Subscriber’s own risk. Templum Markets is not responsible or liable for, and makes no representations or warranties with respect to, any particular information, software, products, services or content found on any of the linked platforms, including appropriateness of any products, services or transactions described therein.

TERMINATION, SUSPENSION OR CANCELLATION

This Agreement will continue to apply until terminated by either you or Templum Markets. You may terminate your legal agreement with Templum Markets by disabling your Templum Markets account. Templum Markets may at any time, in its sole discretion, terminate its legal agreement with you immediately upon notice to the e-mail address provided by you as part of your Registration Information or as subsequently updated by you. Following termination of this Agreement, the Privacy Policy will continue to apply to any Registration Information that Templum Markets is required to retain. Notwithstanding anything to the contrary herein, all covenants, agreements, representations and warranties made by you in this Agreement shall survive the termination of this Agreement.

Templum Markets may suspend, restrict, deactivate or otherwise cancel your account or access to the Platform as needed by Templum to comply with all applicable laws or regulations, or upon reasonable belief that you may have violated this Agreement.

MODIFICATIONS OF THIS AGREEMENT

Templum Markets may modify this Agreement from time to time in its sole discretion. 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 the Platform or use the Service after such changes are made.

FORCE MAJEURE

Templum Markets shall not be liable for delays, failure in performance or interruption of service on the Platform which result directly or indirectly from any cause or condition beyond Templum Markets direct and reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

CONFIDENTIALITY AND USE OF PERSONAL INFORMATION

Templum Markets will endeavor to maintain the confidentiality of personal information Subscriber provides in connection with the use of the Platform and the Services. Nonetheless, Subscriber acknowledges and agrees that any such information that is sent via the Internet may not be protected and that there can be no assurance that such information will remain confidential. In addition, Subscriber acknowledges and agrees that, subject to applicable law, Templum Markets may disclose Subscriber’s name and other personal and financial information about Subscriber or Subscriber’s account(s) to its employees, representatives, officers, directors, agents and affiliates, or to any governmental or regulatory authority or self-regulatory organization, or to any third party service provider, (i) in connection with the offering, maintenance or administration of the Platform or the services provided herein; (ii) to comply with applicable laws, rules, orders, subpoenas or requests for information by governmental or regulatory authorities or self-regulatory organizations; or (iii) for any other purpose described in any other subscriber, participant or other agreement Subscriber may have with Templum Markets or its affiliates or in Templum “Markets' Privacy Policy.”

CUSTOMER COMPLAINT NOTICE DISCLOSURE STATEMENT SEC Rule 17a-3(a)(18)(ii)

In accordance with SEC Rule 17a-3(a)(18)(ii) Subscriber complaints, if any, may be reported to Templum Markets by telephone at (646)973-3350 or email at bdoperations@templummarkets.com or by mail at the following address:

Templum Markets LLC
401 West 14th Street 4th Floor
New York, NY 10014
Attn: Chief Compliance Officer

GOVERNING LAW, NO WAIVER AND ENFORCEABILITY

This Agreement will be governed and interpreted under the laws of the State of New York with respect to its conflicts of laws principles. The parties consent to the personal jurisdiction of New York County, New York for all matters relating to this Agreement.

You agree that if Templum Markets does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Templum Markets 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 Templum Markets. If any provision of this Agreement is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable.

II. SUBSCRIBER AGREEMENT

Subscribers that access the Platform to engage in the buying or selling of investment opportunities (“Securities”), agree that they are engaging Templum Markets to assist in providing the Services in connection with one or more transactions. In addition, Subscribers agree to the following:

NO OFFER, SOLICITATION OR RECOMMENDATION

The fact that Templum Markets has made or may make the Services available on or accessible through the Platform does not constitute a representation by Templum Markets that any of the Services are suitable or appropriate for Subscriber. The Services are for Subscriber’s private information. The Services are not to be construed as a recommendation or an offer to buy or sell, or the solicitation of an offer to buy or sell, or to enter into any transaction in respect of, any security, financial product or other instrument. Although the information contained in the Services are obtained or compiled from or based upon information that Templum Markets considers reliable, Templum Markets does not represent that such information is accurate, current or complete. Templum Markets does not undertake to advise Subscriber of changes in any of the Services, and Subscriber should note the date of publication of each component of the Services. Subscriber acknowledges that: (a) the Platform is provided for informational purposes only; (b) the Platform may include information taken from third-party sources; and (c) any reliance on any portion of the Services shall be at Subscriber’s own risk. The Services may not be used for any illegal purpose or in any manner inconsistent with the Terms of Use. The Services may not be used in any manner that would subject Templum Markets or its affiliates to any licensing or registration requirements in any jurisdiction or country. Subscriber may not display any Services in any way that creates a misimpression or likelihood of confusion that such information is from any source other than Templum Markets.

RULES FOR SUBMITTING INDICATIONS OF INTEREST TO BUY OR SELL SECURITIES ON THE PLATFORM

As part of the Service, Templum Markets may allow users to submit indications of interest to buy or sell private securities. By your use of the Platform you understand and acknowledge that:

SALES FEES

Subscriber agrees to pay Templum Markets a fee for each transaction that it enters into on the Platform. The sales fee may be equal to a percentage of the purchase price of the Securities and the fee will be disclosed at the point of submission of an indication of interest to purchase or sell the Securities. The sales fee will be payable by both buyers and sellers that are matched in a transaction on the Platform.

SUBSCRIBER REPRESENTATIONS AND WARRANTIES

By accepting this Agreement, Subscriber understands, agrees and represents as follows:

OWNERSHIP OF TRANSACTION DATA

Subscriber acknowledges and agrees that Templum Markets owns all transaction data generated from the performance of this Agreement and arising out of each transaction that takes place on the Platform and all rights therein.

MARKET DATA

Subscriber hereby grants to Templum Markets a non-exclusive, non-assignable, non-transferable, worldwide, irrevocable license to receive and use information and data that Subscriber or Subscriber’s agent enters into Platform (“Subscriber’s Data”) for the following purposes:

provided that: (i) such market data products are provided in an aggregate manner that does not directly or indirectly identify Subscriber as the source of the information and, (ii) fees for any such market data product are filed with the Securities and Exchange Commission (“SEC”) in accordance with the requirements of Section 19 of the Securities Exchange Act of 1934.

Subject to the foregoing license, as between Templum Markets and Subscriber, Subscriber retains all ownership and other rights associated with Subscriber’s Data. No provision in this Agreement shall impair any right, interest, or use of Subscriber’s Data granted by operation of SEC rules or any other rule or law. Subscriber represents and warrants that, with respect to Subscriber’s Data (i) Subscriber owns or has sufficient rights in and to Subscriber’s Data to authorize Templum Markets to use Subscriber’s Data to perform all obligations under this Agreement with respect thereto; (ii) use or delivery of Subscriber’s Data by Subscriber or Templum Markets will not violate the proprietary rights (including, without limitation, any privacy rights) of any party; and (iii) use or delivery of Subscriber’s Data by Subscriber or Templum Markets will not violate any applicable law or regulation.

RESTRICTIONS ON USE

Unless otherwise required by law, Subscriber may not sell, lease, furnish or otherwise permit or provide access to Platform or any information or data made available therein in any format whatsoever (“Data”), with the exception of Subscriber’s Data, to any other entity or to any individual that is not Subscriber’s employee, customer, agent sponsored account, or authorized designee. Subscriber accepts full responsibility for its employees’, customers’, agents’, sponsored accounts' and authorized designees’ use of Platform, which use must comply with Platform Rules and the Subscriber’s obligations under this Agreement. Subscriber will take reasonable security precautions to prevent unauthorized use of or access to Platform, including unauthorized entry of information into Platform, or the information and data made available therein. Without limiting the generality of the foregoing, Subscriber shall insure that all internal use of Platform Data: (i) clearly and prominently identifies the information as originating from Platform where applicable; (ii) is adequately protected to prevent unauthorized access; and (iii) is not altered by Subscriber to make it materially incorrect or misleading in any way. Subscriber may not convey, retransmit, republish or rebroadcast any Platform Data to any outside party unless it signs and complies with a separate agreement with Platform regarding Data usage.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

THE CONTENT AND ALL SERVICES ASSOCIATED WITH OR PROVIDED THROUGH THE PLATFORM ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TEMPLUM MARKETS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES OR OPERATION OF THE PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND THE PLATFORM IS AT YOUR SOLE RISK.

TEMPLUM MARKETS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE SERVICES OR THE PLATFORM, WHETHER SUCH SERVICES ARE PROVIDED BY TEMPLUM MARKETS OR BY A THIRD PARTY ON THE PLATFORM, AND TEMPLUM MARKETS EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. TEMPLUM MARKETS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SERVICES THAT MAY BE AVAILABLE THROUGH THE PLATFORM ARE 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.

NOT A REGISTERED EXCHANGE, FINANCIAL PLANNER, INVESTMENT ADVISER OR TAX ADVISOR

Each Subscriber understands, acknowledge and agrees that Templum Markets and the Platform are not:

NONE OF TEMPLUM MARKETS, THE SERVICES, OR THE PLATFORM ARE INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE.

Although the Platform 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.

LIMITATIONS ON TEMPLUM MARKETS' LIABILITY

NONE OF TEMPLUM MARKETS OR ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLERS, EMPLOYEES, AGENTS, CONSULTANTS AND ADVISORS SHALL IN ANY EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR YOUR USE OF THE PLATFORM, THE SERVICES OR THIS AGREEMENT, EVEN IF TEMPLUM MARKETS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LIABILITY OF TEMPLUM MARKETS AND ITS AFFILIATES, IN THE AGGREGATE, TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO TEMPLUM MARKETS FOR THE SERVICES WITHIN THE PAST ONE-YEAR.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, ANY SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

YOUR INDEMNIFICATION OF TEMPLUM MARKETS

You shall defend, indemnify and hold harmless Templum Markets and its affiliates, officers, directors, shareholders, employees, agents, consultants and advisers, from and against all claims and expenses, including claims from and against any and all third-parties, and including but not limited to attorney’s fees, in whole or in part arising out of or attributable to any actual or alleged breach of this Agreement, including, without limitation, any violation or alleged violation of any applicable law, or arising out of or attributable to Subscriber’s use of the Platform and the Services.

ACKNOWLEDGMENT OF SRO OBLIGATIONS

Templum Markets represents: (i) that Templum Markets is registered with the SEC as a broker-dealer and the Platform is registered as an alternative trading system; and (ii) that Templum Markets has a statutory obligation to protect investors and the public interest, and to ensure that quotation information supplied to investors and the public is fair and informative, and not discriminatory, fictitious or misleading. Accordingly, Subscriber agrees that Templum Markets, when required to do so in fulfillment of its statutory obligations, may, temporarily or permanently, unilaterally condition, modify or terminate the right of any or all individuals or entities, including Subscriber, to receive or use the Platform. Templum Markets shall undertake reasonable efforts to notify Subscriber of any such condition, modification or termination, and Subscriber shall promptly comply with any requirement that may be contained in such notice within such period of time as may be determined in good faith by Templum Markets to be necessary and consistent with its statutory obligations. Any individual or entity that receives such a notice shall have available to it such procedural protections as are provided to it by the Securities Exchange Act of 1934 and the applicable rules thereunder.

III. ARBITRATION AGREEMENT

By utilizing the Platform or the Services you understand and agree as follows:

You agree that all controversies between you and Templum Markets, its respective affiliates, and its respective officers, directors, employees, agents or representatives shall be determined by arbitration. Such controversies include, but are not limited to, those involving any transaction or the provision of any service or product, or the construction, performance or breach of any agreement between us, whether entered into or occurring prior, or subsequent to the date hereof.

Any arbitration as a result of this Agreement or use of the Platform shall be conducted only before the Financial Industry Regulatory Authority, Inc. (“FINRA”) in accordance with the FINRA rules then in effect, and each of you and Templum Markets consent to such jurisdiction. The venue for the arbitration shall be New York, New York, unless the FINRA rules require otherwise. The parties agree and consent to have the arbitration panel apply New York law to the dispute. All awards rendered by the arbitrators shall be binding and final, and judgment upon any such award may be entered in any court of competent jurisdiction.