Terms of Service.

This Agreement governs your use of Triple Point Liquidity Inc.’s Website and Application (collectively, “Services”), through which you may access other services related to managing, acquiring, divesting, transferring or otherwise transacting positions, investments, ownership stakes and other units of value in various asset classes (collectively, “Additional Services”). Additional Services may be offered through the Services by Triple Point (defined below) or a third party. To use our Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (fees may apply).

The terms “you,” “your,” “yours,” “user,” “customer,” and “client” mean you as a user of our Sites. The terms "Triple Point Liquidity," “Triple Point,” “Company,” "we," "us," and "our" mean Triple Point Liquidity, Inc. and its subsidiaries and affiliates.

1. Grant of Access and Use. Company hereby grants to Customer, and Customer accepts, a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-transferable, non-assignable license to access and use the Services solely for its own internal business purposes and to utilize the other functionality provided by the Services (the “Licensed Rights”), subject to strict compliance with the terms and conditions of this Agreement and the agreements incorporated by reference herein.

2. Restrictions. In using the Services, Customer shall not and shall ensure that its authorized users do not: (a) duplicate any portion of the Services, or any documentation or training materials (except for Customer’s internal use); (b) modify, translate, decompile, reverse engineer, disassemble, adapt the Services, or otherwise attempt to derive the source code of the Service; (c) attempt to develop any other service or products that possess the “look and feel” of Company’s service; (d) sublicense, provide, lease, lend, use for timesharing, application service provider or service bureau purposes the Services, other than for use in conjunction with the Services as expressly authorized herein; (e) use the Services, or allow the transfer, transmission, export, or re-export of the Service or portion thereof in violation of federal, state or local law, regulation or rule; (f) develop any software that is similar in function to or competes with the Services; (g) otherwise use the Services except as permitted by the License; (h) remove, modify or obscure any identification or proprietary or restrictive rights markings or notices from the Services or any component thereto or (i) aid or assist any third parties in doing any of the above. Customer shall ensure that passwords associated with Services user accounts remain confidential and secure, and will report compromise of passwords to Company as soon as possible. In addition, if Company has granted Customer the ability to create user accounts directly, Customer will use the administrative functions within the Services to disable the user accounts in question.

3. Intellectual Property Rights.

3.1 Customer acknowledges and agrees that this Agreement does not grant to Customer any title or right of ownership in or to the Services, or any related software application or component thereof, or to any associated materials or intellectual property, or in or to any enhancements, modifications or improvements of any of the foregoing and that Company shall retain all right, title, and interest in the Services and to any modifications or improvements made thereto, and any upgrades, updates or other materials provided to Customer in relation to the Services.

3.2 Company shall have and retain sole ownership of any and all Company trademarks and trade names, including all related goodwill. Customer shall not remove or alter any of Company’s proprietary or copyright notices, trademarks or logos. Customer shall not, at any time during or after the Term of this Agreement, take or cause any action, which would be inconsistent with or tend to impair the rights of Company or its affiliates or dispute or contest, directly or indirectly, Company’s exclusive right and title to the Services or the validity thereof.

4. Support and Maintenance.

4.1 Subject to the terms and conditions of this Agreement, so long as Customer is not in breach of this Agreement, Company shall provide the Support. Company shall perform all work, and shall furnish all items (e.g., labor, materials, services, facilities and equipment), necessary to provide the Support, unless otherwise specified in the Agreement. All personnel of Company (and its subcontractors) shall possess the training, skills and qualifications necessary to properly perform the Support. Any subcontractor of Company shall comply with Company’s obligations under this Agreement.

4.2 Company will monitor and maintain the host the web server and application server of the Services to ensure connectivity, availability and operation of the Services during the Term, and will use commercially reasonable efforts to minimize any disruption, inaccessibility or inoperability of the Services. Notwithstanding the foregoing, Company expressly disclaims any representation or warranty that the Services, or any part of either, will be error free or will be uninterrupted. Customer understands and acknowledges that, from time to time, the Services may be inaccessible or inoperable as a result of upgrades, modifications, or server maintenance performed by Company. Company will, whenever reasonably practicable, schedule downtime so as to minimize inaccessibility to the Services. Customer understands and acknowledges that, from time to time, the Services may also be inaccessible or inoperable for various unforeseen reasons, including equipment malfunctions or causes beyond Company’s control (e.g. interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures, etc.) and Customer agrees that Company shall not be liable for any such interference with or prevention of Customer’s access to or use of the Services or the impact such interference or prevention may have on Customer’s ability to use the Services.

4.3 Company may modify the Services, at any time, with or without prior notice to Customer, and Customer agrees that Company shall not be liable to Customer or any third party for any such modification.

4.4 Company shall use commercially reasonable efforts to ensure the security and integrity of Customer Data (as defined below). Company warrants that it will perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations, and if required, the parties will enter into a separate Data Protection Agreement if required by applicable laws. Notwithstanding the foregoing, Company expressly disclaims any representation or warranty that Customer’s use of and access to the Services, including without limitation the transfer and storage of Customer Data, will comply with any laws, rules or regulations applicable to Customer. Company disclaims any warranty that Customer's use of the Services will guarantee Customer's compliance with any laws, rules or regulations.

4.5 Customer agrees to make available appropriate personnel to advise Company in the performance of obligations under this Agreement and to provide Company with any Customer Data or information required for Company to perform its obligations under this Agreement. Company shall not be responsible for any delay in the delivery of services, including implementation, support or maintenance that is due to Customer’s failure to provide assistance as required under this Agreement.

5. Customer Data.

5.1 All data that originates with Customer or input via the Services by Customer and reports generated by Customer via the Services with such data (collectively, “Customer Data”) shall remain, as between Customer and Company, the exclusive property of Customer. Customer agrees that Company may collect, archive and use Customer Data and related information relating to Customer’s use of the Services: (a) to facilitate the provision of Service updates, (b) to provide product support and other services to Customer; (c) to defend any claim that it did not perform any of its obligations under this Agreement or that it violated any applicable law, (d) to comply with any applicable law, and (e) for any reason not prohibited by applicable law. Company shall own any de-identified aggregated data generated by or for Company from the Customer Data, and may use such data in any manner not prohibited by law.

5.2 Customer may need to give third parties access to their Customer Data in order to fully utilize Additional Services. Access may require Company to allow third parties to access Customer Data on behalf of Customer. Where applicable, Company will request Customer approval before sharing Customer Data with those third parties whom the Customer has agreed to give access to their Customer Data. Customer agrees to use the Additional Services offered by third parties at their own risk.

6. Suspension. Company shall have the right to limit, suspend or terminate Customer’s access to the Services and withhold all Support and maintenance in the event that, in Company’s determination which shall be made in its sole discretion: (a) Customer’s use is materially adversely affecting Company, the Services, or Company’s ability to provide service to other customers; (b) if Customer’s use of the Services is for any unlawful, unauthorized or fraudulent purpose; or (c) Customer payment is Late (as defined in Section 13.4), Customer will be deemed a material breach of this Agreement.

7. Termination.

7.1 In addition to such other rights and remedies as may be available in law or in equity, either Party may terminate this Agreement (i) if the other Party commits a material breach and the breach is not cured within thirty (30) days after receipt of written notice to the breaching party; (ii) if the other Party declares bankruptcy or is adjudicated bankrupt; or (iii) a receiver or trustee is appointed for the other Party or substantially all of the other Party’s assets.

7.2 In the event of any expiration or termination of this Agreement: (i) Company will invoice Customer for any accrued but unbilled amounts and Customer shall promptly pay any then outstanding and unpaid amounts including any accrued but unbilled amounts owed under this Agreement; (ii) Customer shall immediately cease all use of the Services and return or purge any and all components thereof, including returning or destroying or causing to be destroyed any and all copies of any documentation, notes and other materials comprising or regarding the Services; and (iii) Company will suspend access to the Services.

7.3 Sections 7.2, and 8 through 12 shall survive termination of this Agreement.

8. Confidentiality.

8.1 In connection with this Agreement, each Party may have access to or be exposed to information of the other Party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, customer lists, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, “Confidential Information”). Confidential Information may not be shared with third parties unless such disclosure is to the receiving Party’s personnel, including employees, agents, and subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each Party agrees to take the necessary precautions to maintain the confidentiality of the other Party’s Confidential Information by using at least the same degree of care as such Party employs with respect to its own Confidential Information of a similar nature, but in no case less than a reasonable standard of care to maintain confidentiality.

8.2 The foregoing shall not apply to information that (a) was known by one Party prior to its receipt from the other or is or becomes public knowledge through no fault of the recipient; or (b) is rightfully received by the recipient from a third party without a duty of confidentiality. If a recipient is required by a court or government agency to disclose Confidential Information, the recipient shall provide advance notice to other Party before making such a disclosure.

9. Disclaimer of Warranties. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND CONTENT IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

10. Limitation of Liability. COMPANY’S TOTAL ACCUMULATED LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS, DAMAGES, COSTS OR EXPENSES WHETHER IN STRICT LIABILITY, NEGLIGENCE, CONTRACT OR OTHERWISE RELATING TO THIS AGREEMENT, SHALL BE LIMITED TO THE AGGREGATE FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT GIVING RISE TO A CLAIM. NEITHER COMPANY NOR CUSTOMER SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE AND/OR CONTINGENT DAMAGES WHATSOEVER, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TRIPLE POINT SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE TRIPLE POINT FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

11. Indemnification.

11.1 Customer shall defend and indemnify and hold Company harmless from and against any third-party claims, investigations, actions, liabilities, costs, fees and expenses arising from or connected with (i) Customer’s breach of its obligations under this Agreement; (ii) Customer’s failure to obtain any appropriate license or other permissions, regulatory certifications, or approvals associated with technology or data provided by Customer, (iii) Customer’s failure to comply with it its obligations violation of any applicable law, including regard data privacy and storage; and (iv) Customer’s breach of Company’s proprietary rights as stated in this Agreement.

11.2 Except as set forth in Section 11.1, Company shall defend, indemnify and hold Customer harmless from and against any third-party claims, investigations, actions, liabilities, costs and expenses arising from or connected with (i) Company’s gross negligence or fraud or willful misconduct, and (ii) Company’s violation of any applicable law.

12. Miscellaneous.

12.1 Export Law Assurances. Customer acknowledges that Service is of U.S. origin and agrees to comply with all applicable international and national laws that apply to the Services, including the U.S. Export Administration Regulations, as well as end-use and destination restrictions issued by U.S. and other governments.

12.2 U.S. Government End Users. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

12.3 Inspection. Customer hereby grants Company, or an agent designated by Company, the right to perform an inspection of Customer’s use of the Services during normal business hours. Customer agrees to cooperate with Company in such inspection, and Customer agrees to provide Company with all records reasonably related to Customer’s use of the Services. The inspection will be limited to verification of Customer’s compliance with the terms of this Agreement.

12.4 Independent Contractors. The Parties are independent contractors. No provision of this Agreement will or shall be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between Company and Customer, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to such entities. Neither Party will have any rights, power, or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement.

12.5 Force Majeure. Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must promptly provide the other Party with written notice of the Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than 30 days, then the other Party may immediately terminate, in whole or in part, this Agreement by giving written notice to the delayed Party.

12.6 Transferability. Neither all nor any part of Customer’s rights or obligations under this Agreement are assignable or transferable by Customer, whether directly or indirectly, by merger, acquisition, change of control, operation of law or otherwise, without the prior written consent of Company, and any attempt to do so shall be void. Company has the right to freely assign all or part of its rights and obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.7 Entire Agreement; Severability. This Agreement, together any schedules or exhibits attached to this Agreement, is the entire agreement between Customer and Company with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements between Customer and Company relating to the Services. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both Parties. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated.

12.8 Governing Law. This Agreement shall be governed by the laws of the State of New York.

12.9. Venue. The Parties agree that any legal proceeding relating to this Agreement shall be brought exclusively in the appropriate state or federal court located in the County of New York, State of New York. Customer and Company agree to submit to the personal jurisdiction of the state and federal courts located within the County of New York, State of New York, and agree to waive any and all objections to venue or forum in such courts.

12.10 No Class Actions. NEITHER CUSTOMER NOR COMPANY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR PURSUE ANY CLAIM AS A REPRESENTATIVE OF A CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

12.11 Headings. The section headings in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of the Agreement.

12.12 Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

12.13 Amendments; Waivers. Triple Point reserves the right to alter to modify these terms and to add new terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately. Your continued use of the Services will be deemed acceptance thereof.

12.14 Subpoenas. Nothing in these General Terms and Conditions prevents Company from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Company will use good faith efforts to notify Customer where permitted to do so.

12.15 Publicity. Company may use Customer’s name, logo, and marks to identify Customer as a Company customer on Company’s website and other marketing materials.

12.16 Third Party Products and Content. Company may provide, or third parties may provide, content or links to other third-party websites, services, or resources that are beyond our control. Company is not responsible for these third-party products or content. Company makes no representations or warranties as to the quality, suitability, functionality, or legality of any third-party products or third-party content to which may be hosted as part of Services or Additional Services or to which links may be provided, and Customer hereby waives any claim Customer might have against Company with respect to such. Customer agrees that Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party products or third-party content.

12.17. Age. You must be 18 years or older to use the Services. By using the Services, you certify that you are 18 years or older, or the equivalent minimum age necessary to use the Services in your country of residence.

13. Payment Terms

13.1 Software Services Pricing Schedule. Services and Additional Services may be offered for free or for a charge. Charges are dependent on the relevant pricing schedule for those Services or Additional Services that you access. Company does not guarantee that Customer’s particular pricing schedule(s) will be offered indefinitely. We reserve the right to change the prices without notice, provided that such changes shall not take effect until your next applicable Renewal Term (defined below).

13.2 Renewal Term. Certain Services and Additional Services may be delivered to you on a subscription basis (“Subscriptions”). Subscriptions are billed in advance of service delivery on a periodic basis as per the relevant pricing schedule (each period a “Renewal Term”). Subscriptions will automatically renew until cancelled. Cancellations must be made at least forty-eight (48) hours in advance of the upcoming Renewal Term.

13.2 Taxes. Company’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Company. Customer will not deduct any applicable taxes from the payments to Company, except as required by law. If such deduction is required by law, Customer will increase the amount payable as necessary so that after making all required deductions and withholdings, Company receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.

13.3 Purchase Orders. Customer agrees that it will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers.

13.4 Late Fees & Collection Costs. If Customer fails to make payments on or before the fifteenth (15th) day following the due date of the relevant invoice, the payment will be considered late (“Late”). Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law. Customer agrees to reimburse Company for any costs or expenses incurred by Company to collect amounts that remain unpaid after the due date. Amounts due to Company may not be withheld of offset by Customer against amounts due for any reason.