Localstake User Agreement

Localstake LLC ("Localstake") and its affiliates operate "peer-to-peer," password protected online funding platforms (including the "Localstake Marketplace Platform" and the "Stake Management Platform") on the localstake.com website.

All Users, Including General Browsers. This Localstake User Agreement (the "Agreement") applies to all persons, companies and organizations interacting with this site, whether simply browsing, seeking to make investments, or seeking to secure investments from others.

Investors in Businesses Managing Their Own Raise on Localstake. All investors of Businesses Managing Their Own Raise On Localstake must agree to be bound by the terms of this Agreement and the Investor Terms of Use.

Investors in All Other Raises on Localstake. All investors for all other raises must agree to be bound by the terms of this Agreement and the terms of the Investor Registration Agreement.

Businesses Seeking Investment Through Their Own Raise on Localstake. Those businesses managing their own raise on Localstake must agree to be bound by the terms of this Agreement and the Stake Management Business Registration Agreement on Localstake.

Businesses Seeking Investment Through All Other Raises on Localstake. Those seeking investment must agree to be bound by the terms of this Agreement and the Business Registration Agreement.

BY ENTERING AND INTERACTING WITH THIS SITE YOU, IN BOTH YOUR INDIVIDUAL CAPACITY AND AS A REPRESENTATIVE OF YOUR COMPANY OR ORGANIZATION, ACKNOWLEDGE AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL PROVISIONS, YOU ARE NOT PERMITTED TO USE THIS SITE. USE OF THE TERMS "YOU," "YOUR" AND SIMILAR SHALL REFER TO YOU IN YOUR INDIVIDUAL CAPACITY AND YOUR COMPANY OR ORGANIZATION.

BY ENTERING AND INTERACTING WITH THIS SITE YOU HEREBY AFFIRM AND WARRANT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND, IF THE MINIMUM AGE REQUIRED IN YOUR JURISDICTION TO ENTER INTO THIS AGREEMENT IS GREATER, THAT YOU ARE AT LEAST THAT AGE. YOU FURTHER AFFIRM AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND YOUR COMPANY OR ORGANIZATION TO THIS AGREEMENT. USE OF THIS SITE OR ITS FEATURES WHERE PROHIBITED BY LAW IS STRICTLY PROHIBITED.

YOU ACKNOWLEDGE AND AGREE THAT THIS SITE AND YOUR USE AND INTERACTION WITH THIS SITE WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF INDIANA. IF YOU USE THIS SITE FROM OTHER LOCATIONS YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL APPLICABLE LOCAL LAWS. LOCALSTAKE MAKES NO REPRESENTATIONS THAT THE MATERIALS CONTAINED WITHIN THIS SITE ARE APPROPRIATE FOR LOCATIONS OUTSIDE THE UNITED STATES. ANY AND ALL INFORMATION CONTAINED IN THIS SITE, INCLUDING BUT NOT LIMITED TO INFORMATION REGARDING PRODUCTS AND SERVICES, APPLIES ONLY TO THOSE PROVIDED OR OFFERED WITHIN THE UNITED STATES.

WE MAY MAKE CHANGES TO THESE TERMS OF USE IN OUR SOLE DISCRETION. CHECK THESE TERMS AND CONDITIONS EACH TIME YOU VISIT TO VIEW THE CURRENT TERMS AND CONDITIONS AND ANY CHANGES THAT HAVE BEEN MADE. UPON YOUR VISIT AND USE OR OTHER INTERACTION WITH THIS SITE, YOU AGREE TO ANY SUCH CHANGES. THE CHANGES ARE EFFECTIVE IMMEDIATELY UPON POSTING.

LOCALSTAKE RIGHTS IN THE SITE AND CONTENT

This Site and its images and all other Content (defined below) is owned by Localstake and third party providers of certain Content. You acknowledge and agree that you do not receive any license or other rights in connection with the Site or its Content. If you wish to use or link to the Site or any of its Content, you must get written permission by contacting us at info@localstake.com. Localstake, the Localstake logo, as well as other trademarks, service marks, the trade dress of this Site, are registered and/or common law trademarks or intellectual property rights of Localstake, and Localstake reserves all rights not expressly granted.

You acknowledge and agree that the Site contains features, functionality, text, information, software, logos, photographs, video, graphics, audio or other material (the “Content”) that are protected by our intellectual property rights or those of third parties. You agree to comply with all copyright, trademark and other applicable laws, and you agree not to encumber or assert any rights in the Content.

You may not modify, transmit, directly or indirectly sell or offer for sale, or create derivative works of Content. You may print the Content, provided that printouts are made only for your personal non-commercial use. You may not remove or change any notices contained in the Content such as all copyright or trademark notices. Localstake does not warrant or represent that your use of the Content will not infringe rights of others.

Localstake may provide links to other web sites controlled by third parties. Such links are provided nearly for convenience and do not suggest an affiliation or endorsement by Localstake of such third parties or their products. Localstake makes no representations or warranties and is not responsible in any way for the Content, products, or other information on such websites. You acknowledge and agree that your use of any website accessed from our Site, or reliance on any Content or services thereon, is entirely at your own risk.

From time to time Localstake may provide information on the localstake.com website supplied by third parties. Any opinions, advice, statement, services, offers or other information expressed or made available by a third party, are those of such third party and not Localstake. Localstake does not independently verify the information provided by third parties, does not guarantee the accuracy, completeness, timeliness or correct sequencing of such information, and assumes no responsibility for content displayed on the localstake.com website that may be provided by another party.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

OUR SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LOCALSTAKE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE CONTENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. LOCALSTAKE DOES NOT WARRANT: (1) THAT THE USE OF THE SITE OR THE CONTENT THEREON WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR FREE; (2) THAT THE SITE AND THE CONTENT THEREON ARE ERROR FREE OR FREE OF VIRUSES; (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE; (4) THE ACCURACY, RELIABILITY, AVAILABILITY, TIMELINESS OR CONTENT OF THE SITE; (5) INFORMATION OR OTHER CONTENT PROVIDED BY LOCALSTAKE. LOCALSTAKE SHALL NOT BE RESPONSIBLE FOR ANY LOST OR CORRUPT DATA OR OTHER INFORMATION. IN NO EVENT SHALL LOCALSTAKE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, IN SUCH JURISDICTIONS LOCALSTAKE’S LIABILITY IS LIMITED TO THE LOWEST LIMIT PERMITTED BY LAW. USER’S SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Localstake, its officers, directors, employees, agents, contributors, advertisers, sponsors, investors, and licensors, from any claims, damages and expenses (including, without limitation, attorney’s fees), related to your provision of any Materials or your use of the Site or Content, and for any breach of these Terms of Use by you or your agents. Localstake shall have the right at Localstake’s option and expense, but shall not be obligated, to participate in the defense and/or settlement of any claim or action, or to assume the exclusive defense and control of any matter otherwise subject to indemnification by you without relieving your indemnification obligations. In no event shall you settle any suit or claim imposing any liability or other obligations on Localstake without Localstake’s prior written consent.

MISCELLANEOUS

You represent, warrant and covenant that in provision of Material to Localstake or the Site, through any means whatsoever, that: the Material will not be vulgar or offensive and will not infringe the intellectual property rights of any third party; the Materials or their submission will not violate any law of any jurisdiction; and that you have all permissions, rights and licenses necessary to provide such Material. Localstake may terminate or otherwise restrict your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, for any reason whatsoever. Localstake reserves the right to modify or discontinue the localstake.com website with or without notice to you, and Localstake shall not be liable to you or any third party should Localstake exercise its right to modify or discontinue the localstake.com website. Localstake reserves the right to monitor any and all use of the localstake.com website in its discretion. However, unless required by law, Localstake does not have any obligation to you to conduct such monitoring or to take any action based on any monitoring that may be conducted. In the event that any portion of these Terms of Use is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with the applicable law as closely as possible to reflect the parties’ original intent; the remainder of these Terms of Use shall remain in full force and effect, unchanged. The paragraph headings herein are provided for reference and shall have no effect on the construction or interpretation of these Terms of Use. You may not assign these Terms of Use, by operation of law or otherwise, without Localstake’s prior written consent; Localstake may assign its rights and obligations hereunder without your consent. These Terms of Use will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Localstake as a result of this agreement or your use of the Site. Localstake’s failure to enforce any provision of these Terms of Use will not constitute a waiver of Localstake’s right to subsequently enforce such provision or any other provision of these Terms of Use.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Indiana, notwithstanding its conflicts of law rules or those of any jurisdiction to the contrary. Any and all claims or disputes relating to the Site or these Terms of Use (specifically including but not limited to any claims or disputes concerning or arising under the interpretation, binding effect, or applicability of this arbitration provision) now or at any time hereafter arising or made by you against Localstake shall be resolved by confidential mandatory binding arbitration before JAMS, INC. (or its successor, or comparable private alternative dispute resolution service and forum provider, "JAMS"), before a single arbitrator to be appointed in accordance with JAMS rules, who shall be a practicing attorney in central Indiana knowledgeable in business law matters. You hereby irrevocably consent to subject matter and personal jurisdiction before JAMS. You covenant that under no conditions will you file any action at law against Localstake or bring any claim in any forum other than before JAMS, and you agree that any litigation, if filed, shall be immediately dismissed upon application and shall be referred for arbitration hereunder with costs and attorney’s fees to the prevailing party. The situs of arbitration and any counterclaims shall be Indianapolis, Indiana. Any dispute concerning situs shall be determined by JAMS. Any cause of action you may have with respect to the Site, its Content, or these Terms of Use must be commenced within one (1) year after the claim or cause of action arises, or else it shall be barred. Neither the course of conduct between parties nor trade practice shall serve to modify any provision of these Terms of Use. Unless otherwise provided herein, these Terms of Use contain the entire agreement of the parties for the Site and all Content and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.

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