Last updated: April 23, 2020

Terms of Service

Welcome to finalis.com, the website and online service of Finalis, Inc. (“us,” “we” or “Finalis”). This page explains the terms by which you may use our online and/or mobile services, website, and software (collectively, the “Service”). By accessing or using the Service, you signify that you have read,understood, and agree to be bound by this Terms of Service Agreement (this “Agreement”). We reserve the right to amend this Agreement without notice to the extent permitted by applicable law. Your continued use of the Service after any such amendment constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to use or access) the Service. This Agreement applies to all visitors, users, subscribers and others who access the Service (“Users”).

1. Use of the Service

You may use the Service only if you can form a binding contract with Finalis, and only in compliance with this Agreement andall applicable laws, rules and regulations. If you are a party to a separate contract with Finalis, including as a customer of Finalis, you are also bound by the provisions of that contract. To the extent the provisions of any other contract with Finalis conflicts with the provisions of the Agreement, such other contract, and not this Agreement, shall govern and prevail. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including byany automated or non-automated “scraping”; (ii) using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Finalis serversthan a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Finalis grants the operators of public search engines revocable permission to use spiders to copy materials from Finalis.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of publicly-available contenton Finalis.com); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without liability, if in our sole determination, you violate any provision of this Agreement. Upon termination for any reason or no reason, you continue to be bound by this Agreement. You are solely responsible for your interactions with other Finalis Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Finalis shall have no liability for your interactions with other Users, or for any User’s action or inaction.

2. Our Property Rights

The Service and all materials therein or transferred thereby, including software, images, text, graphics, illustrations, logos, patents, trademarks, service marks and copyrighted or copyrightable material (the “Finalis Content”), and all intellectual property rights in respect thereof, are the exclusive property of Finalis and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Finalis Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. You may choose to or we may invite you to submit comments or ideas about the Service, including about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Finalis under any fiduciary or other obligation, including with respect to the use of the Idea, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Finalis does not waive any rights to use similar or related ideas previously known to Finalis, or developed by its employees, or obtained from sources other than you.

3. No Professional Advice

If the Service provides professional information (for example, legal or financial information), such information is for informational purposes only, is incidental to the Service, and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

4. Uses of the Service and Key Limitations

The Service is designed for officers and ownersof private companies, duly authorized merger and acquisition professionals, and investment professionals to connect with one another for the purposes of business development, originating and managing investment or acquisition opportunities, and engaging with relevant capital partners. Customer accounts and Users use a variety of tools to implement such processes, including virtual data rooms, question and answer tools and document hosting tools, deal communication and messaging tools, and a variety of reporting and analytical tools. Finalis is not involved in the actual transaction between buyers and sellers, and do not render investment or legal advice in connection therewith.

None of the information submitted through the Service constitutes a solicitation, offer, opinion, or recommendation by Finalisto buy or sell any securities or other financial instruments or to provide legal,tax, accounting, or investment advice or services regarding the suitability or profitability of any security of any kind, investment or transaction. Finalis hasnot made any recommendations regarding the merit of any company or asset identified through the Service, made any recommendation regarding the purchase or sale of any security, or endorsed or sponsored any company identified through the Service. For that reason all Users agree to be responsible for their own diligence and the legal and regulatory compliance of any transaction they enter into, and Finalis makes no representation or assurance about such compliance. You are required to provide true and accurate information about your business or businesses of your clients, and to update and maintain such information, but Finalis cannot and does not confirm the accuracy of information provided. The information and material made available through the Service may contain typographical errors or inaccuracies. In addition, Finalis does not control the information provided byother users that is made available through the Service.

5. Age Requirement

In order to create an account or to be a user of the Service, you represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Service. We may, in our sole discretion, refuse to offer the Service to any person or entity and change our eligibility criteria at any time.You are solely responsible for ensuring that your use of the Service complies with all laws, rules and regulations applicable to you and the right to access the Service is revoked where use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation. Further, the Service is offered only for your use, and not for the use or benefit of any third party.

6. Accredited Investor Certification

In order to participate in Service as an investor or lender, you must be an “Accredited Investor” within the meaning of Rule 501 of Regulation D (“Rule 501”) under the Securities Act of 1933, as amended (the “Act”) and you hereby represent and warrant that you are an Accredited Investor within the meaning of Rule 501, as presently in effect. The federal securities laws define Accredited Investor in Rule 501 to include the following categories of investors (among others): (i) a corporation, partnership, or charitable organization (within the meaning of section 501(c)(3) of the Internal Revenue Code), not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; (ii) anentity in which all the equity owners are accredited investors; (iii) a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of such person’s purchase of the securities, excluding the value of the primary residence of such person; (iv) anatural person with individual income exceeding $200,000 in each of the twomost recent years or joint income with a spouse exceeding $300,000 for each of those years and a reasonable expectation of reaching the same income level in the current year; (v) a bank, savings and loan association, insurance company, registered investment company, registered broker or dealer, business development company, or a licensed Small Business Investment Company (as such terms are described in Rule 501); (vi) an employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, savings and loan association, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million or if such planis a self-directed plan, with investment decisions made solely by persons thatare accredited investors; (vii) a director, executive officer, or general partner of the issuer of the securities being offered or sold or any director, executive officer or general partner of a general partner of that issuer; or (viii) a trust with total assets in excess of $5 million, not specifically formed to acquire the securities offered, whose purchases are directed by a sophisticated person (as such term is described in Rule 501).

7. Privacy

We care about the privacy of our Users. Our Privacy Policy is described below. By using the Service, you are consenting tohave your personal data collected, used, transferred to and processed by us in accordance with our Privacy Policy and applicable law.

8. Security

We have implemented commercially reasonable technical and organizational measures designed to secure information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use information for improper purposes. You acknowledge that you provide information to Finalis, including through the Service, at your own risk.

9. DMCA Notice

Since we respect artist and content owner rights, it is Finali’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutescopyright infringement and is accessible via the Service, please notify Finalis’copyright agent as set forth in the DMCA.

10. Third-Party Links

The Service may contain links to third-party websites, services, special offers or other events or activities that are not owned or controlled by Finalis. Finalis does not endorse or assume any responsibility for any such third-party sites, information, materials, products or services. If you access a third party website from the Service, you do so atyour own risk, and you understand that this Agreement and Finalis’ Privacy Policy do not apply to your use of such sites. You expressly relieve Finalis from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with any third-parties found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such parties. You agree that Finalis shall not be responsible for any loss or damage of any sort relating to your dealings with such parties.

11. Indemnity

You agree to defend, indemnify and hold harmless Finalis and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, representatives, managers, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including your breach of any of your representations and warranties contained herein; (iii) your violation of any third-party right, including any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

12. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FINALIS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, FINALIS, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. FINALIS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTYTHROUGH THE FINALIS SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE,AND FINALIS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FINALIS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL FINALIS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINALIS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, CODE DEFECTS OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. FINALIS EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION THAT MAY BE DEEMED CONFIDENTIAL BY YOU OR ANY THIRD PARTY. IN NO EVENT SHALL FINALIS, ITS AFFILIATES, AGENTS, REPRESENTATIVES, MANAGERS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO FINALIS FOR THE RELEVANT SERVICES. THIS LIMITATION OF LIABILITYSECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FINALIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. The Service iscontrolled and operated from its facilities in the United States. Finalis makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

14. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, except in the event of a sale of all or substantially all of your assets, in whichcase this Agreement will be transferred to the surviving entity, but may be assigned by Finalis without restriction.

15. General

You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Finalis, eitherspecific or general, in jurisdictions other than California. This Agreement shallbe governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the UnitedNations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Finalis that arises in whole or in part from the Service shall be decided exclusively by a court ofcompetent jurisdiction located in San Francisco County, California, unless submitted to arbitration as set forth in the following paragraph. For any claim(excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000,the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Finalis may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, through conspicuous posting of such notice on our website, or such other reasonable means as determined by Finalis in our sole discretion. Finalis reserves the right to determine the form and means of providing notificationsto our Users, provided that you may opt out of certain means of notification as described in this Agreement. Finalis is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add email@finalis.com to your email address book to help ensure you receive email notifications from us. This Agreement, together with any amendments and any additional agreements you may enter into with Finalis in connection with the Service, shall constitute the entire agreement between you and Finalis concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. If you are a party to a separate contract with Finalis, including as a customer of Finalis, you are also bound by the provisions of that contract. To the extent the provisions of any other contract with Finalis conflicts with the provisions of the Agreement, such other contract, and not this Agreement, shall govern and prevail. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Finalis’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Please contact us by emailing email@finalis.com with any questions regarding this Agreement. Finalis has not investigated, and is not responsible for, the accuracy or completeness of any information on the site.

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    Certain services so designated are offered by Finalis Securities LLC, Member FINRA / SIPC and an affiliate of Finalis, located at Sausalito, CA. Finalis Securities does not make investment recommendations and no communication, through this website or in any other medium should be construed as a recommendation for any security.

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