[Last Updated December 6, 2020]

By using the Portal, you hereby accept these terms and conditions (this “Agreement”), which govern your use of the Righteous Cause Inc. (“Righteous Causes”) portal site located at portal.rcauses.com (together with all microsites and subdomains hosted thereunder and all affiliated mobile applications, collectively, the “Portal”). By using the Portal, you agree to this Agreement, which may be updated by Righteous Causes at any time. Any such updates to this Agreement will be posted on the Portal and any changes will be effective upon posting. If you do not agree, you should not use the Portal.

If you have any questions about this Agreement, please contact us at info@rcauses.com

1. Content: The Portal permits access to a variety of content and information, including text, photos, videos, audio, images, and other content (collectively, the “Content”). With the exception of User Content, and as between the parties, all Content, and all trademarks, logos, copyrights, and other intellectual property displayed via the Portal is owned by Righteous Causes. Righteous Causes grants users a personal, limited, revocable, non-exclusive, and non-transferable license to view, download, distribute, display, and make a reasonable number of copies of relevant Content, in each case, solely for your non-commercial use, provided, however, that you give reasonable prior written notice of public use of such Content and Righteous Causes reserves the right to review and approve any such public use. Any copies of Content from the Portal must not remove any copyright or other legal notices appearing in the Content.

2. Account Creation: In order to access the Portal, you must register to create an account (“Account”). You are responsible for ensuring the truthfulness and accuracy of all registration information submitted in connection with your Account and will maintain the accuracy of such information. You are also responsible for the security and confidentiality of your login credentials. You shall not share login credentials with third parties who are not authorized to use the Portal. If you violate any of the foregoing provisions, Righteous Causes has the right to suspend or terminate your access to the Portal. You will notify Righteous Causes immediately of any unauthorized use of your Account or other breach of security.

3. Investors: In order to create an account and access the Portal, you must be an “accredited investor,” as defined by Rule 506(c) under the Securities Act of 1933. The securities offered on the Portal may only be purchased by “accredited Investors.” Investors are permitted to access certain offers for the sale of securities of private companies that have not been registered with the Securities and Exchange Commission. These securities are not freely traded (restricted), illiquid (no market for you to sell) and are categorized as high-risk investments. There is no guarantee of any return on your investment and investors should not invest in any offering on the Portal if you cannot afford to lose your entire principal amount. Before you can view and invest in any of the companies listed on the Portal, you represent and warrant that you come within at least one of the following categories:

   1. 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 the purchase, excluding the value of your primary residence (where net worth includes all of your assets, other than your primary residence, whether liquid or illiquid, MINUS all debts and liabilities other than a mortgage or other debt secured by your primary residence);

   2. natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

   3. a bank, insurance company, registered investment company, business development company, or small business investment company;

   4. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

   5. a charitable organization, corporation, or partnership with assets exceeding $5 million;

   6. a director, executive officer, or general partner of the company selling the securities;

   7. a business in which all the equity owners are accredited investors; or

   8. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

   YOU WILL IMMEDIATELY NOTIFY US IF YOU DO NOT OR NO LONGER QUALIFY AS AN ACCREDITED INVESTOR FOR ANY REASON.

   Investors are solely responsible for all purchases, investment decisions, and instructions placed in the Portal. As an investor, you represent that any decision to invest is based solely on your consideration of the risks involving a particular security and is made at your own risk. Righteous Causes has no special relationship with or fiduciary duty to you. Investors should not construe any content available in the Portal as tax, legal, financial, or investment advice. You agree and acknowledge that you are solely responsible for conducting legal, accounting, or due diligence review on the companies listed in the Portal. You are advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice.

4. Founders: Each company founder offering securities on the Portal (“Founder”) is solely responsible for the material he/she posts on the Portal and, by posting such material, represents that: (i) he/she has complied in all material respects with all applicable rules and regulations; and that (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact. Investors and Righteous Causes are entitled to rely upon any representations made by Founders. Each Founder is solely responsible for ensuring that its securities offering, including use of the Portal, is in compliance with all applicable laws, judgments, decrees, or orders of any United States or foreign governmental, regulatory, administrative, or judicial authority (“Applicable Law”).

5. Prohibited Use of Portal: You will not use, attempt to use, or assist in the use of the Portal in any manner that is unlawful or prohibited by this Agreement, including but not limited to the following:

   • taking any action to disable or overburden the Portal or impair its function, transmit any virus, worm, time bomb or similar system interference or corruption through the Portal, or restrict or inhibit others from using the Portal,

   • using automated means to access or copy portions of the Portal (such as by bots, robots or spiders that “harvest” Content) or delete, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Portal,

   • forwarding Content as a mass distribution or otherwise send spam or other unauthorized advertisements or solicitations through the Portal,

   • posting Content on another website, or otherwise copy (except as permitted in this Agreement), distribute or modify any portion of the Portal,

   • removing or obscuring any copyright or trademark notice or other notices or legends features on the Content,

   • violating (or encouraging or assisting others to violate) any law, regulation, rule or the intellectual property or any other rights of others, attempt to violate the security of the Portal or use or gain access to the identifies, information or computers of others through the Portal, or otherwise use the Portal in any manner that could expose Righteous Causes or users of the Portal to harm or liability;

   • displaying the Portal as “framed” within another website or “deep link” to any pages of the Portal so as to create the impression that the Content on such pages is user’s own, or

   • implying or suggesting that Righteous Causes has endorsed or is affiliated with any other party or website (including social media sites).

   • uploading, posting, emailing or otherwise transmitting any content (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable, including violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, disturbing, pornographic, or sexually suggestive photos or other content, (ii) that you do not have a right to transmit under any law or under contractual obligation or (iii) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of us or any other party, or

   • defaming, stalking, bullying, abusing, harassing, threatening, impersonating, or intimidating people or entities.

   • discrimination or harassment on the basis of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, national origin, genetic information, or any characteristics otherwise protected by law.

   Righteous Causes has the right, but not the obligation, to monitor the Portal for any unauthorized or objectionable conduct and to take all appropriate action in response, including to suspend or terminate your access to and use of the Portal, without notice to you, and may report any activity relating to the Portal to regulators, law enforcement officials, or other persons or entities it deems appropriate (or as otherwise required by law).

6. User Content: Users may post or submit content, feedback, direct messages, or testimonials on or to this Portal (“User Content”). You retain ownership of all intellectual property rights in any User Content that you create, post, or share on or through the Portal. You grant a non-exclusive, transferable, sub-licensable (including, with respect to sub-licensing, to other Portal users in accordance with Section 1 above), royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of such User Content. Righteous Causes is not responsible or liable for any User Content, including User Content that is posted or distributed pursuant to any user-to-user exchange. The views and opinions expressed by users are theirs alone, and are not endorsed by, and should not be ascribed to Righteous Causes. You are solely responsible for all User Content posted under your account and assume all risks relating to its use by others and others’ reliance on its accuracy. Any communication or User Content that you send or submit to the Portal is and will be deemed to be non-confidential as between and among you, Righteous Causes, and other Portal users without prejudice to any use limitations in this Agreement. You represent and warrant that you have the right and authority to post or submit all User Content. You acknowledge and agree that Righteous Causes has no obligation to display, monitor, or take any action with respect to User Content. Righteous Causes reserves the right, without the obligation, to edit the Portal and to edit, remove, delete, or refuse any User Content for any reason without notice to users. If User Content violates the above standards or any other provision of this Agreement, Righteous Causes reserves the right to terminate your account and right to use the Portal, in addition to any other rights or remedies available. Righteous Causes does not approve or endorse any user-generated content, and you agree that Righteous Causes will have no responsibility or liability in connection with your access to or use of any Content.

7. Third Party Content. You acknowledge and agree that when using the Platform, you will be exposed to content from a variety of sources and that Righteous Causes is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third-party content. You further acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Righteous Causes with respect thereto.

8. Digital Millennium Copyright Act (DMCA). If you believe your copyright has been infringed by materials accessible on the Portal, you may request removal of such materials from the Portal by notifying our designated Copyright Agent (contact information below) by sending a notice containing the following information at the email or mailing address listed below:

   • An electronic or physical signature of the copyright owner or a person authorized to act on the copyright owner’s behalf;

   • Identification and description of the copyrighted work that you believe to be infringed, including, if possible, a copy or location (for example, a URL) of an authorized version of the work;

   • Identification and description of the material you believe to be infringing such copyrighted work and its location or information reasonably sufficient to permit us to locate the material;

   • The name, address, telephone number, and, if available, email address at which the copyright owner or its authorized representative may be contacted;

   • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

   • A statement that the information in the notice is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

   Righteous Causes’s designated Copyright Agent is: Lilah Kalfus, who can be reached at lilah@rcauses.com.

9. Right to Change, Suspend, or Terminate Portal: Righteous Causes reserves the right, in its sole discretion, to change, limit, modify, suspend, or terminate the Portal, and to add or remove any individuals or entities from accessing the Portal for any reason, at any time without advance notice.

10. User Name and Logo: In connection with your participation in the Portal, you grant Righteous Causes a limited, worldwide, perpetual, non-exclusive, fully-paid, and royalty-free license to use your, or your company’s, name and logo in support of operating and publicizing the Portal. Righteous Causes acknowledges and agrees that this section shall not be construed as granting Righteous Causes any ownership interest in and to your or your company’s name and logo, and that any goodwill resulting from your use of the name and logo will inure solely to your benefit. You may not use any trademark, service mark, or logo of Righteous Causes or any third party that appears on the Portal without prior written consent.

11. Linked Sites. Righteous Causes does not review or monitor any websites linked from or to the Portal and is not responsible for the content of any such websites, or any content, products, or services contained on or accessible through such other websites, their terms of use or privacy policies. Righteous Causes disclaims responsibility for the privacy policies and customer information practices of third-party internet websites linked from the Portal.

12. WARRANTY DISCLAIMER: RIGHTEOUS CAUSES AND ITS employees, consultants, agents, parents, subsidiaries, affiliates, officers, directors, partners, licensors, and content providers ("Third Parties") MAKE NO REPRESENTATION OR WARRANTY AND SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PORTAL AND THE CONTENT, INCLUDING ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL AND THE CONTENT ARE PROVIDED “AS IS.”

13. INDEMNIFICATION: You agree to indemnify, defend, and hold harmless Righteous Causes and its Third Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and court costs) that Righteous Causes or Third Parties may incur as a result of or arising from: (1) your use of and access to the Portal, including any User Content or information submitted, posted, or transmitted by users through the Portal; (2) your violation of this Agreement or applicable law; or (3) your violation of any rights of any other person or entity.

14. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RIGHTEOUS CAUSES OR ITS THIRD PARTIES BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO, USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE PORTAL OR ANY CONTENT ACCESSED THEREBY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF RIGHTEOUS CAUSES OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

    TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS UNENFORCEABLE, RIGHTEOUS CAUSES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). IF YOU ARE DISSATISFIED WITH THE PORTAL, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE ACCESS TO THE PORTAL.

15. Governing Law & Venue: This Agreement shall be governed by and construed in accordance with the applicable laws of New York, without giving effect to the principles relating to conflicts of laws. Each party irrevocably submits to the exclusive jurisdiction of the state or federal courts in New York, with respect to any action, suit, or proceeding brought by it or against it by the other party.

16. Survival: The following sections shall survive any termination or expiration of this Agreement: The first two sentences of Section 1 (Content) and the entirety of Section 5 (Prohibited Use of Portal), Section 6 (User Content), Section 8 (DMCA), Section 10 (User Name and Logo), Section 12 (Warranty Disclaimer), Section 13 (Indemnification), Section 14 (Limitation of Liability), and Section 15 (Governing Law & Venue).