Terms of Service

These Terms of Service (“Terms”) are a binding agreement between Mownt, Inc., a Delaware corporation (“Mownt”, “we”, “us”), and the person or entity that creates an account or uses the Service (“Operator”, “you”). By checking the box at sign-up or on our acceptance screen, or by accessing or using the Service, you agree to these Terms and to our Privacy Policy. If you accept on behalf of a company or other entity, you represent that you have authority to bind it, and “you” and “Operator” refer to that entity. If you do not agree, do not use the Service.

If you and Mownt have signed a separate Software-as-a-Service Subscription Agreement, that signed agreement controls to the extent it conflicts with these Terms. An executed Order Form overrides these Terms only where it expressly says so (see “Order Form” in Section 2).

“Additional Services” has the meaning set forth in Section 3(b).

“Affiliate” of a party means any other entity that, directly or indirectly, controls, is controlled by, or is under common control with such party. For the purpose of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled by” and “under common control with” have correlative meanings.

“Authorized User” means (i) an employee of Operator, (ii) an agent or independent contractor of Operator who is not a competitor of Mownt, as determined in Mownt’s sole discretion, or (iii) any Investor; in each case who (A) is issued Log-In Credentials to access and use the Subscription Service in accordance with these Terms, and (B) agrees to be bound by these Terms.

“Confidential Information” has the meaning set forth in Section 7(a).

“Documentation” means the standard published materials authorized and distributed by Mownt to its client operators that describe the use of the Subscription Service and Platform, as updated by Mownt from time to time.

“Feedback” has the meaning set forth in Section 6(c).

“Fees” means the fees payable pursuant to Section 9(a) and an applicable Order Form.

“GDPR” has the meaning set forth in Section 8(a).

“Intellectual Property (IP) Rights” means all proprietary information including, without limitation, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the Platform, Software, Documentation, and the Subscription Service.

“Investor” means any natural person or entity that (i) has invested in, or (ii) is being considered by Operator to invest in, any Offering who accessed the Platform in connection with such Offering.

“Log-In Credentials” means user account names and passwords issued by Mownt or Operator to enable access to and use of the Subscription Service.

“Mownt Indemnified Party” has the meaning set forth in Section 14(a).

“Object Code” means machine-executable computer software prepared by compiling and linking the Software’s source code.

“Offering” means any securities offering conducted by Operator through the Platform and the Subscription Service, including, without limitation, any offering exempt from registration under Rule 506(b) or Rule 506(c) of Regulation D promulgated under the Securities Act.

“Operator Data” means all electronic data, content, material and information inputted, submitted, uploaded or otherwise transferred to the Platform or in connection with the Subscription Service by Operator or its Authorized Users to the Subscription Service, including, without limitation, Investor contact records, Offering information, Investor information, and Offering campaign data. Operator Data expressly excludes Usage Data.

“Order Form” means the subscription plan you select in the Platform or on mownt.com/pricing at checkout, together with any order form, quotation or proposal separately executed by you and Mownt, describing the Subscription Service, its term and the Fees. Except where an executed Order Form expressly states otherwise, these Terms prevail over any conflicting terms in an Order Form or any other document you provide.

“Platform” means the software-as-a-service Subscription Service platform of Mownt, including all features, modules, compliance workflow tools, CRM functionality, investor acquisition tools, deal room features, and related Documentation made available to Operator under these Terms.

“Securities Laws” means, collectively, (i) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; (ii) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (iii) state securities or “blue sky” laws and their implementing regulations; (iv) all rules, regulations, orders, guidance, and no-action letters issued by the U.S. Securities and Exchange Commission, or comparable state regulatory authorities; and (v) any other applicable federal, state, or foreign law, rule, or regulation governing or relating to the offer, issuance, sale, transfer, or registration of securities.

“Service Start Date” means the date from which Operator first receives the Subscription Service or as identified on an applicable Order Form, whichever is earlier.

“Software” means the computer programs owned or licensed by Mownt and made available to potential or current clients, in Object Code form, on a hosted basis via the Subscription Service, provided, however, that the term “Software” does not include any Third Party Software.

“Subscription Service” or “Service” means the provision of the Software and Platform to Operator on a subscription, software-as-a-service basis identified on an Order Form.

“Terms” means these Terms of Service, including our Privacy Policy and each Order Form, each as updated under Section 16.

“Third Party Platform” means any platform, add-on, service or product provided by any third party that is integrated or enabled for use with the Subscription Service and/or the Platform, including, without limitation, Operator’s or Authorized Users’ own systems, software, or infrastructure.

“Third Party Software” means software and/or systems owned or distributed by third parties that are incorporated into, provided with, or utilized by the Subscription Service, or otherwise used in connection with the Subscription Service.

“Upgrades” means, collectively, all upgrades, bug fixes, improvements, enhancements, additions and revisions made to the Subscription Service, including the Platform.

“Usage Data” means any data and information, which is collected by Mownt through Operator’s and its Authorized Users’ use of the Subscription Service and the Platform, which may include, without limitation, usage patterns, behaviors and trends of the Subscription Service, such as the specific number of various types of clients of Mownt, provided that such data and information is used by Mownt in an anonymized and de-identified manner.

(a) Access. Subject to these Terms and timely payment of all Fees, Mownt grants Operator a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and Subscription Service in accordance with these Terms and the applicable Order Form, solely for Operator’s internal business purposes in connection with the Operator’s own Offerings only and is limited to the access, display, and use of the Subscription Service by only Authorized Users. All rights in the Software, Platform and Subscription Service not expressly provided hereunder are reserved to Mownt.

(b) Beta Product. Operator acknowledges that the Software, Platform and Subscription Service are a pilot-stage product. Features may change, be added, or be removed without notice. Mownt may modify or delete any features of the Software, Platform or Subscription Service in any manner that it determines in its sole discretion, including, without limitation, as may be necessary or desirable to meet any applicable legal, regulatory, or industry-standard requirements or demands. Mownt may, from time to time in its sole discretion, develop and make available additional features, functionality, modules, tools, or other optional services on or through the Platform (collectively, “Additional Services”).

(c) Scope. Operator is responsible for all activities that occur under Operator’s and any Authorized User’s accounts. Operator will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Platform and Subscription Service by Operator and any Authorized User; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Service, including the Software and Platform, and notify Mownt promptly after becoming aware of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Service, and (iv) use commercially reasonable efforts to prevent any breach of these Terms, including by any Authorized User, and be responsible for any breach of these Terms by any Authorized User. Nothing in these Terms shall obligate Mownt to continue providing access to the Subscription Service beyond the date when Mownt ceases providing such Subscription Service or similar service to subscribers generally.

(d) Monitoring; Access; Verification. Mownt shall have the right to access and monitor use of the Subscription Service by Operator and its Authorized Users to: (i) operate and monitor the Subscription Service properly; (ii) protect itself or others; (iii) maintain accounting records regarding the usage of the Subscription Service; (iv) verify the list of Authorized Users; (v) retrieve Usage Data and error reports; and (vi) perform such other business activities as determined in its sole discretion.

(e) Suspension. Upon Mownt’s belief, as determined in its sole discretion, that tortious, criminal or otherwise illegal activity may be associated with Operator’s or an Authorized User’s use of or access to the Subscription Service, or that any such use or access may be taking place in a manner that constitutes a breach of these Terms, Mownt may, without limitation to any other remedy, without incurring any liability, temporarily suspend the use of and access to the Subscription Service by Operator or any Authorized User pending investigation and resolution of the issue or issues involved.

(a) General. Operator is solely responsible, at Operator’s sole expense, for (i) implementing and maintaining appropriate and adequate administrative, physical and technical safeguards and securing its hardware, environment and software, (ii) obtaining, maintaining and paying for any systems, equipment and technologies required in order to gain access to the Subscription Service, including obtaining access to the internet using software and hardware that meet Mownt’s system and security requirements, and (iii) obtaining and maintaining all applicable federal, state and local licenses.

(b) Upgrades. Any Upgrades to the Subscription Service are deemed accepted by you on the day they are first made available to or accessed by you, whichever is earlier.

(c) Log-In Credentials. The Subscription Service may only be accessed by Authorized Users who have been issued Log-In Credentials. Operator shall be solely responsible for: (i) verifying the identity of each Authorized User and validating use of Log-In Credentials by each Authorized User, (ii) ensuring that the Authorized Users’ access and use of the Subscription Service are in accordance with these Terms and the Documentation, and (iii) ensuring that all Authorized Users maintain their Log-In Credentials in strict confidence (including, without limitation, not permitting the sharing of Log-In Credentials among Authorized Users). Log-In Credentials are not transferable by Authorized Users. Operator shall be liable and responsible for all activities conducted through, and any consequences arising from, the Log-In Credentials, whether or not such activities have been authorized by Operator. Operator will promptly notify Mownt of any unauthorized use of Log-In Credentials and if the confidentiality of any Log-In Credentials is compromised. Mownt may terminate any Log-In Credentials and any Authorized User’s access to Subscription Service (x) when an Authorized User ceases to perform work on behalf of Operator or ceases to be engaged as an Investor in an Offering, (y) if an Authorized User breaches any term of these Terms, or (z) if Mownt determines in its sole discretion that the Authorized User’s access to or use of the Subscription Service adversely affects Mownt or the Subscription Service.

(d) Restrictions on Use. Operator shall not edit, alter, abridge, or otherwise change in any manner the content of the Software, Platform or the Subscription Service, including, without limitation, all copyright and proprietary rights notices. Operator may not, and may not permit others to (including any Authorized User): (i) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive or attempt to derive source code, underlying architecture, or algorithms of and from, the Software, the Platform or the Subscription Service; (ii) modify, translate, adapt, alter, or create derivative works from the Software, the Platform or the Subscription Service; (iii) copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Software, the Platform or the Subscription Service; (iv) distribute, sublicense, rent, lease, loan or grant any third-party access to or use of the Software, the Platform or the Subscription Service to any third party other than Authorized Users as expressly permitted hereunder; (v) harvest, collect, gather, or assemble information or data regarding other subscribers; (vi) transmit through or post on the Subscription Service unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (vii) transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs; (viii) interfere with or disrupt the integrity or performance of the Subscription Service or the data contained therein; (ix) attempt to gain unauthorized access to the Subscription Service, computer systems, or networks related to the Subscription Service; (x) harass or interfere with another subscriber or end-user’s use and enjoyment of the Subscription Service; (xi) use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Software, the Platform or the Subscription Service; (xii) employ any scraping method; (xiii) develop or have developed any product or service using or based on any component of the Subscription Service; (xiv) compromise the security or integrity of any data, equipment, software, or system input or output of the Subscription Service; (xv) use the Software, Platform or Subscription Service in any manner that violates applicable law, including, without limitation, the Securities Laws; or (xvi) use the Subscription Service for any purpose other than as set forth in these Terms. With respect to any breach or instance of non-compliance with the terms of this Section, Operator shall promptly inform Mownt of any such breach or non-compliance and the remedial steps taken, or planned to be taken, by Operator.

(e) Integration of Mownt Platform. Operator or any Authorized User may choose to use features within the Subscription Service that involve integrations with Third Party Platforms, including, without limitation, third party payment processing applications and artificial intelligence platforms, and may enable data exchange between the Subscription Service and the applicable Third Party Platform. The fact that the Subscription Service integrates with a Third Party Platform is not an endorsement, authorization or representation of Mownt’s affiliation with that Third Party Platform. Mownt does not exercise control over Third Party Platforms. These Third Party Platforms may place their own cookies or other files on Operator or its Authorized Users’ computers, collect data, or solicit personal information from Operator or its Authorized Users. Use of Third Party Platforms is subject to Operator and Authorized Users’ agreement with the Third Party Platform provider. The Subscription Service may permit Operator and Authorized Users to transmit information to and from Third Party Platforms owned or managed by Operator and Authorized Users, including via application programming interface, code snippet or other software, flat file upload, file transfer protocol, or otherwise. Operator acknowledges and agrees that in order to perform the Subscription Service, Mownt shall at its discretion be able to, and Operator hereby grants Mownt any and all rights, to access, test, and periodically audit any Third Party Platform owned or controlled by Operator or Authorized Users that interacts with the Subscription Service or any output thereof and its connection to the Subscription Service. Mownt does not control and has no responsibility or liability whatsoever for Third Party Platforms, including their security, functionality, operation, availability or interoperability, the accuracy or completeness of any data provided by or stored in such Third Party Platforms, or how Third Party Platforms use or process data received from the Subscription Service. Mownt disclaims responsibility for any damages or losses arising in connection with the use, content, accuracy, timeliness, completeness or availability of such Third Party Platform available through the Subscription Service. OPERATOR’S USE OF SUCH THIRD PARTY PLATFORMS IS AT ITS OWN RISK.

You represent, warrant and covenant to Mownt, on acceptance of these Terms and continuously while you use the Service:

(a) Authority. Operator has full legal authority to enter into and perform under these Terms and to conduct the Offerings it intends to conduct using the Software, Platform and Subscription Service, and such actions are not in conflict with any other agreement or governing document.

(b) Legal Counsel. Operator has consulted, or will consult before conducting any Offering, with qualified securities counsel regarding the legal requirements applicable to its specific offering structure.

(c) No Reliance. Operator is not relying on Mownt for any legal, compliance, regulatory, or investment determinations in connection with any Offering.

(d) Compliance. Operator will use the Subscription Service to conduct Offerings only in compliance with applicable law, including all applicable Securities Laws.

(e) Sophistication. Operator is sophisticated, has experience with private securities offerings, and has the knowledge and expertise to evaluate the regulatory requirements applicable to its Offerings independently.

(f) Investor Assessment. Operator will use its own independent judgment, and not rely on the Platform, its workflows, checklists, alerts, or any other feature of the Subscription Service, to assess the sophistication, suitability, and qualification of each Investor in any Offering, including whether such Investor satisfies the requirements of Regulation D.

(g) Regulatory Compliance. Operator is solely responsible for ensuring that any Offering conducted using or in connection with the Subscription Service complies in all respects with applicable Securities Laws, including without limitation: (i) the Securities Act, including Regulation D and Rules 504, 506(b), and 506(c) promulgated thereunder; (ii) the substantive relationship standard applicable to offerings conducted under Rule 506(b) and Rule 506(c), including the requirements established by SEC guidance and applicable no-action letters; (iii) Investor qualification, accreditation verification, and suitability requirements applicable to the Operator’s specific offering; (iv) non-accredited investor limitations under Rule 506(b) and Rule 506(c) and the disclosure obligations triggered thereby under Rule 502(b); (v) Form D filing deadlines and requirements; (vi) state securities (blue sky) law filing requirements; and (vii) any other applicable federal or state law or regulation.

(h) No Reliance on Platform. Operator may not rely on the Software, the Platform, the Subscription Service, their compliance workflows, checklists, alerts, guidelines, or any other features as a substitute for Operator’s own independent legal judgment or legal counsel concerning compliance with applicable laws, including, without limitation, Securities Laws. Without limiting the foregoing, Operator shall use its own independent judgment to assess whether each Investor in any Offering satisfies the applicable Investor qualification, sophistication, or accreditation standards under Regulation D or other applicable Securities Laws, and shall not rely on any Platform or subscription feature, workflow, or guidance for such determination. Operator is strongly advised to retain qualified securities counsel for any securities offering and to seek independent legal advice regarding compliance with all applicable Securities Laws.

(i) Mownt Not a Broker-Dealer. Mownt does not solicit Investors, recommend securities, receive transaction-based compensation, take custody of investor funds, or engage in any activity that requires registration as a broker-dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended. Mownt receives only flat-fee subscription compensation solely for the Subscription Service and does not participate in any securities transaction.

(j) No Investor Communication. Mownt does not communicate with Operator’s Investors. All Investor-facing activities, communications, qualification calls, and solicitation activities conducted through the Platform or made in connection with the Subscription Service are conducted solely by and are the sole responsibility of Operator.

(a) Subscription Service. As between Mownt and Operator, all right, title and interest in and to the Subscription Service (and all components thereof, including the Platform and Software, and its specifications, including without limitation, the editorial coding and metadata contained therein), the Software, the Platform, and the Documentation, including all IP Rights therein, and any improvements or derivative works thereof, shall at all times remain solely and exclusively with Mownt and its licensors, notwithstanding that Operator may contribute to the cost or design of any such improvements or derivative works. The works and databases included in the content of the Subscription Service are protected by applicable copyright laws. Nothing contained herein shall be construed as granting Operator any rights in or to the Subscription Service, the Software, the Platform, the Documentation, Third Party Software, Third Party Platforms or other rights in the IP Rights to the Subscription Service, other than the right to access and use the Subscription Service as expressly stated herein. All rights not provided hereunder are expressly reserved by Mownt. Operator agrees not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software, the Subscription Service, the Platform, the Documentation and any permitted copies thereof in any form.

(b) Usage Data. As between Mownt and Operator, all right, title and interest in and to Usage Data shall at all times remain solely and exclusively with Mownt.

(c) Feedback. Mownt may solicit, and Operator, or any Authorized User, may provide to Mownt, suggestions, feature requests, bug reports, product ideas, evaluations, ideas, enhancement requests, feedback, recommendations, or other communications or information, whether submitted in writing, verbally or through the Platform, relating to the Subscription Service (the “Feedback”). Operator hereby irrevocably assigns to Mownt all right, title, and interest in and to any and all Feedback. Mownt will have the right to use, act upon, and freely exploit the Feedback without any remuneration, fee, royalty, or expense of any kind, and Mownt will own all rights, title, and interest in any Feedback.

(a) Operator acknowledges that the Subscription Service and the attributes of the Subscription Service, including without limitation, the Platform, the Software, and the design, functionalities, performance characteristics and Operator’s evaluation of the Subscription Service, and any other non-public verbal or written information that may be supplied by Mownt to Operator or any Authorized User while these Terms are in effect, or obtained through Operator’s evaluation of the Subscription Service, are confidential and proprietary property information of Mownt, including, without limitation, all documents prepared by Operator, Authorized Users or any other person to the extent that they contain or are generated from such confidential or proprietary property information of Mownt (collectively, “Confidential Information”).

(b) Operator will maintain, be responsible for, and ensure that each Authorized User maintains, the confidentiality of all Confidential Information while these Terms are in effect and thereafter, in the same manner that it maintains its own confidential information (but with no less than a reasonable degree of care).

(c) Operator will: (i) not disclose any Confidential Information to any third party without the prior written consent of Mownt; (ii) limit internal access to any Confidential Information only to Operator and any Authorized Users who have a need to access the Subscription Service or any Confidential Information and who are bound by the obligations of confidentiality at least as strict as those herein; and (iii) not use any Confidential Information for any purpose other than solely for Operator’s internal business purposes in connection with the Operator’s own Offerings in accordance with these Terms.

(d) The obligations set forth in this Section 7 will not apply to Confidential Information that Operator can document: (i) was in the public domain or publicly known or available prior to the date of disclosure; (ii) is publicly disclosed on or after the date of disclosure other than by Operator in violation of these Terms, (iii) is already in Operator’s possession prior to the delivery thereof by Mownt, provided that such information is not known by Operator to be subject to another confidentiality agreement with or other obligation of secrecy to Mownt, or (iv) became available to Operator on a non-confidential basis from a source other than Mownt, provided that such information is not known by Operator to be subject to another confidentiality agreement with or other obligation of secrecy to Mownt.

(e) Required Disclosure. In the event that Operator is required to disclose all or any part of the information contained in the Confidential Information pursuant to (i) a subpoena or similar process, (ii) court order, or (iii) law, rule or regulation, Operator may disclose such information, provided that Operator agrees to (x) immediately notify Mownt of the existence, terms and circumstances surrounding such request, (y) consult with Mownt on the advisability of taking legally available steps to resist or narrow such request, and (z) if disclosure of such Confidential Information is required, upon request of Mownt, cooperate with Mownt at Mownt’s cost to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information which Mownt so designates.

(f) Equitable Relief. Operator acknowledges that money damages might not be a sufficient remedy for any breach of this Section 7 and that Mownt would suffer irreparable harm as a result of any such breach. Accordingly, Mownt will also be entitled to equitable relief, including injunction and specific performance, without needing to post a bond or other security, as a remedy for any breach or threatened breach of this Section 7. The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Section 7, but rather will be in addition to all other remedies available at law or in equity to Mownt.

(g) Return of Confidential Information. Promptly upon expiration or termination of these Terms or upon written request by Mownt, Operator shall return to Mownt all Confidential Information in Operator’s possession or control, including all copies thereof, in whole or in part, or destroy such Confidential Information, including expunging, and seeing to it that all Authorized Users expunge, all Confidential Information, and all copies thereof from their respective computer systems, and Operator shall deliver an officer’s certificate stating that all such Confidential Information and copies thereof have been destroyed.

(a) Representation and Warranty. Operator covenants, represents and warrants to Mownt that, on acceptance of these Terms and while it uses the Service: (i) Operator and its Authorized Users are duly authorized and qualified and have the right to use, copy, modify, process and transmit or have transmitted and enter all Operator Data into the Subscription Service as contemplated by these Terms, (ii) Operator’s and its Authorized Users’ access to, use and disclosure of the Operator Data via the Subscription Service complies with and will comply with applicable federal, state and local laws and regulations, including, without limitation, all applicable data privacy laws and regulations and all Securities Laws, (iii) the Operator Data does not and will not infringe, violate or misappropriate the rights of any third party; and (iv) all Investors whose personal data is processed through the Platform are located within the United States, unless Operator has obtained Mownt’s prior written consent and the parties have executed a Data Processing Addendum addressing applicable international data protection requirements, including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”). If Operator becomes aware that any Investor personal data subject to the GDPR or other international data protection laws will be processed through the Platform, Operator shall promptly notify Mownt in writing.

(b) License to Operator Data. Operator hereby grants to Mownt a non-exclusive, royalty-free, and non-transferable license to use, copy, store, modify, and display the Operator Data as necessary to provide the Subscription Service in accordance with these Terms. Operator Data submitted by Operator to the Subscription Service, whether posted by Operator or by an Authorized User, is the sole property of Operator and Operator reserves all right, title, and interest in the Operator Data. Notwithstanding any other provision in these Terms, Mownt may collect and provide certain Authorized User registration and statistical information, such as Usage Data or Authorized User traffic patterns, in aggregate and anonymized form to third parties, provided that such information does not identify any Authorized User or Operator and contains no personally identifying information. Mownt may additionally use Operator Data in anonymized aggregated form for internal analytics, product development, benchmarking purposes and to train machine learning related to the Subscription Service, provided that such aggregated data does not identify Operator or any individual investor. Mownt and its service providers, including AI providers, may access Operator’s and its Authorized User accounts, including, without limitation, Operator Data, to the extent necessary to respond to service or technical problems or provide Platform functionality. Mownt may also use Operator Data and Feedback to improve the search performance and accuracy of Mownt’s Platform.

Our Privacy Policy describes how we handle personal information.

(a) Fees. In consideration for the Subscription Service provided hereunder, commencing on the Service Start Date, Operator shall pay Mownt the fees set forth in the applicable Order Form, plus any other applicable fees, costs, and expenses contained in the Order Form and these Terms (the “Fees”). Operator will bear all expenses implementing and maintaining the appropriate equipment, systems and technologies required to gain access to the Subscription Service, including, without limitation, such Operator requirements set forth in Section 4(a), and removing the Subscription Service and exporting Operator Data on the expiration or termination of these Terms. If Operator elects to access and use any Additional Services, such Additional Services may be subject to additional fees, which shall be set forth in an updated Order Form, addendum hereto, or the Platform’s then-current published pricing.

(b) Expenses. Operator shall reimburse Mownt for Mownt’s actual reasonable travel and out-of-pocket expenses incurred as set forth in the Order Form (“Expenses”).

(c) Payment Terms. Unless an executed Order Form states otherwise, Fees are billed in advance for each billing period of your plan and charged to the payment method you provide through our payment processor. All Fees paid are non-refundable. No refunds or credits will be issued for partial billing periods upon termination. Past due balances are subject to an interest charge of the lesser of one and a half percent (1.5%) per month from the due date or the maximum rate allowed by applicable law. If you do not pay when due, Mownt may, without limiting its other remedies, suspend the Subscription Service.

(d) Tax. The Fees are exclusive of all sales, use, value-added, privilege, excise or similar taxes or duties levied upon Operator. Operator shall be solely responsible for paying any applicable taxes levied or based on its use of the Subscription Service under these Terms, exclusive of taxes levied on Mownt’s income. Mownt may, but is not obligated to, invoice Operator for any such taxes and remit any payments made on any such invoice directly to the appropriate taxing authorities. Operator is responsible for obtaining and providing to Mownt any certificate of exemption or similar document required to exempt any transaction from sales, use or similar tax liability. All amounts are quoted and payable in United States dollars, unless otherwise noted, and are exclusive of taxes.

(e) Continuing Obligations. Notwithstanding expiration or termination of these Terms or any Order Form, Operator shall continue to be obligated to pay to Mownt all Fees and Expenses that accrued prior to the date of expiration or termination (as applicable) or that otherwise become due and payable to Mownt under these Terms.

These Terms apply from the date you first accept them and continue until terminated as provided below. Each Order Form remains in effect for the term stated in it or, for a self-serve plan, for each billing period until cancelled, unless terminated earlier under these Terms. These Terms, including all Order Forms, may be terminated as follows:

(a) Termination for Convenience. Either party may terminate these Terms (but Operator may not terminate an Order Form unless specified therein) for any reason upon thirty (30) days’ prior written notice to the other party.

(b) Default. By either party, if the other party commits a breach of any provision of these Terms, or Order Form, and such breach continues for a period of thirty (30) days following a written request to cure such breach, provided that Operator’s failure to pay the Fees shall not be subject to a cure period and may be cause for immediate termination.

(c) Insolvency Events. By either party, effective immediately, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law or makes or seeks to make a general assignment for the benefit of its creditors or applies for or consents to the appointment of a trustee, receiver or custodian for a substantial part of its property.

(d) Effect of Termination. Upon termination or expiration of these Terms for any reason: (i) Operator’s and all Authorized Users’ access to and use of the Subscription Service and the Software and Platform shall immediately cease; (ii) Operator shall promptly pay to Mownt all outstanding Fees and Expenses due; (iii) Operator shall return or destroy, at Mownt’s choice, Mownt’s Confidential Information; and (iv) Operator shall immediately cease, and see to it that all Authorized Users immediately cease, all use of the Software, Platform and Subscription Service, the Documentation, including any IP Rights, proprietary information and materials granted hereunder, and any license granted under these Terms shall immediately terminate. Additionally, Mownt shall terminate all affected Subscription Services in progress in an orderly manner as soon as practical.

The Subscription Service may be subject to export restrictions under United States export laws and regulations. Operator acknowledges its obligations to control access to technical data (as defined by the U.S. Department of Commerce, Office of Export Administration) under U.S. export control laws and regulations and agrees to adhere to all applicable U.S. export control laws and regulations regarding any technical data received under these Terms. Nothing in this Section releases Operator from its obligations of confidentiality as set forth under Section 7.

(a) Disclaimer of Warranties. THE PLATFORM, SOFTWARE, AND SUBSCRIPTION SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE, ACCURACY, OR THAT THE PLATFORM OR SUBSCRIPTION SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE. MOWNT MAKES NO WARRANTY THAT THE PLATFORM WILL SATISFY ANY REGULATORY OR LEGAL REQUIREMENT OR THAT USE OF THE PLATFORM WILL RESULT IN A COMPLIANT SECURITIES OFFERING. MOWNT DISCLAIMS ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICES. MOWNT IS NOT RESPONSIBLE FOR LOSS OF DATA IN TRANSMISSION, ERRORS OF ANY KIND, IMPROPER TRANSMISSION BY OPERATOR OR AN AUTHORIZED USER OR FAILURE BY OPERATOR, AN AUTHORIZED USER OR ANY THIRD PARTY TO ACT ON ANY COMMUNICATION TRANSMISSION TO OR BY OPERATOR OR AN AUTHORIZED USER THROUGH THE PLATFORM AND SUBSCRIPTION SERVICE. OPERATOR ACKNOWLEDGES AND AGREES THAT OPERATOR IS RESPONSIBLE FOR PERFORMING ANY BACKUPS OF OPERATOR DATA. THE SOFTWARE, PLATFORM AND SUBSCRIPTION SERVICE IS A SOFTWARE TOOL. MOWNT IS NOT A REGISTERED BROKER-DEALER, INVESTMENT ADVISER, ATTORNEY, OR COMPLIANCE CONSULTANT. NOTHING ABOUT THE PLATFORM, ITS FEATURES, ITS COMPLIANCE WORKFLOWS, OR THESE TERMS CONSTITUTES LEGAL, REGULATORY, COMPLIANCE, OR INVESTMENT ADVICE OF ANY KIND.

(b) Third Party Software Disclaimer. Notwithstanding anything to the contrary in these Terms, the Subscription Service may incorporate, be distributed with, or depend upon certain commercially licensed Third Party Software. Use of such Third Party Software is governed by a separate third-party license agreement or other terms and conditions, and nothing in these Terms limits or expands Operator’s rights under such third-party license agreement or other terms and conditions vis-à-vis the provider thereof. If Operator does not agree to such third-party license agreements or other terms and conditions, then Operator shall not use the associated Third Party Software. ANY THIRD PARTY SOFTWARE ACCESSED OR INCLUDED AS PART OF THE SUBSCRIPTION SERVICE IS PROVIDED ON AN “AS IS” BASIS.

IN NO EVENT WILL MOWNT BE LIABLE TO OPERATOR FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SUBSCRIPTION SERVICE, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, REGARDLESS OF WHETHER MOWNT WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. MOWNT’S TOTAL CUMULATIVE LIABILITY TO OPERATOR ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY OPERATOR TO MOWNT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH MOWNT WOULD NOT HAVE ENTERED INTO THESE TERMS. NO ACTION SHALL BE BROUGHT BY OPERATOR FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN MOWNT’S LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

(a) Operator Indemnification Obligations. Operator agrees to defend, indemnify and hold harmless Mownt, and its Affiliates, licensors, and service providers, and all officers, directors, employees, agents and successors and assigns thereof (“Mownt Indemnified Parties”) from and against all claims, lawsuits, demands, damages, charges, proceedings, suits and actions and all liabilities, losses, expenses and costs (including any reasonable legal fees and expenses relating to Mownt’s defense) as and when occurred arising out of or relating to: (i) use or misuse of the Subscription Service by Operator or its Authorized Users; (ii) Operator Data, including any processing of Operator Data by or on behalf of Mownt in accordance with these Terms; (iii) Operator’s or its Authorized Users’ use of the Subscription Service, including Operator Data, in a manner not permitted by these Terms, not permitted by Mownt, or not in conformance with Mownt’s written requirements; (iv) the unauthorized access to or use of the Subscription Service or other systems of Mownt (including its Affiliates) by Authorized Users or through Operator’s Log-In Credentials; (v) any claim of infringement, misappropriation, or violation of any other proprietary right by any Operator Data; (vi) any claim of infringement of any right resulting in any way from the use of the Subscription Service with other software or materials not provided to Operator by or not approved by Mownt; (vii) any breach of any term of these Terms by Operator or any Authorized User; (viii) Operator or its Authorized Users’ violation of federal, state or local laws, rules or regulations, including any Securities Laws; (ix) Operator or its Authorized Users’ improper use, or infringement, of Third Party Software or Third Party Platforms; (x) any errors or inaccuracies contained in the Operator Data as delivered by Operator to Mownt; (xi) any Offering conducted by Operator that does not comply with the Securities Laws; (xii) any claim that an Investor in any Offering did not satisfy applicable accreditation, sophistication, or suitability requirements under applicable Securities Laws; (xiii) any claim that Operator failed to establish or maintain a pre-existing substantive relationship with Investors in Offerings conducted under Rule 506(b); (xiv) any failure to file a Form D or state securities filings in a timely manner; or (xv) any other claim arising from or related to Operator’s compliance or non-compliance with applicable Securities Laws in connection with any Offering.

Governing Law. These Terms will be construed and enforced in accordance with the laws of the State of New York, without reference to its rules of conflicts of laws. The parties expressly reject any application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods.

Dispute Resolution. IN THE EVENT OF ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, SUCH DISPUTE SHALL BE SUBMITTED IN A TIMELY MANNER TO FINAL AND BINDING ARBITRATION IN NEW YORK, NY (AND THE PARTIES HEREBY SUBMIT TO SUCH JURISDICTION), PROVIDED THAT SUCH ARBITRATION SHALL BE HEARD BEFORE A SINGLE ARBITRATOR. THE ARBITRATOR’S DECISION SHALL BE CONTROLLED BY THESE TERMS AND SHALL BE FINAL AND BINDING. JUDGMENT UPON THE AWARD OF THE ARBITRATOR MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. ALL ARBITRATION PROCEEDINGS SHALL BE CLOSED TO THE PUBLIC AND CONFIDENTIAL AND ALL RECORDS RELATING THERETO SHALL BE PERMANENTLY SEALED, EXCEPT AS NECESSARY TO OBTAIN COURT CONFIRMATION OF THE ARBITRATION AWARD.

Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THESE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO.

We may update these Terms or our Privacy Policy from time to time. When we make a material change, we will notify you by email or in the Platform and ask you to accept the updated version before you continue using the Service. The effective date at the top of this page shows when these Terms were last updated. If you do not agree to an update, you must stop using the Service and may terminate under Section 10. Except for updates made under this Section, these Terms may be modified only by a written instrument signed by authorized representatives of both parties.

Rights and Remedies. All rights and remedies conferred by these Terms or by law are cumulative and may be singularly or concurrently exercised. Operator acknowledges that any unauthorized use, copying, disclosure, distribution of the Software, Platform or Subscription Service or any related methods, algorithms, techniques, processes or other information, will cause Mownt irreparable harm for which there might be no adequate remedy at law, entitling Mownt to injunctive relief in addition to any other legal or equitable remedies, without posting a bond or proving monetary damage.

Assignability. Neither these Terms nor any of the rights, interests or obligations under these Terms may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Operator without the prior written consent of Mownt, and any such assignment without such prior written consent will be null and void. These Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Waivers. No waiver of any provision of these Terms will be binding unless set forth in a writing signed by the party granting the waiver. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of these Terms or of the same circumstance or event upon any recurrence thereof. Further, no delay in enforcing a party’s rights under these Terms will constitute a waiver of such party’s right to future enforcement of its rights under these Terms.

Notices. We may give you notice by email to the address associated with your account or through the Platform. You must give notice to Mownt by email to legal@mownt.com. Notices are deemed given when delivered by email or by hand, or when received by registered or certified mail or nationally recognized overnight courier.

Force Majeure. Except for any payment obligations hereunder, the performance of either party under these Terms may be suspended without liability to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including acts of nature, acts of terrorism, hackers, cyberattacks of any kind, acts of civil or military authority including government priorities, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics, pandemics, wars or riots).

Severability. Each provision of these Terms is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of these Terms.

Headings. All section and other headings contained in these Terms are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of these Terms or any provision hereof. The words “include,” “includes” and “including” when used in these Terms (and any Order Form) are deemed to be followed by the phrase “but not limited to”.

Entire Agreement. These Terms, together with our Privacy Policy and each Order Form, are the entire understanding between you and Mownt about their subject matter and supersede any prior written or oral agreements about it.

Independent Contractors; Subcontractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Mownt may subcontract and delegate its responsibilities and performance under these Terms to third-party vendors and service providers; provided that Mownt shall be responsible for the performance of such parties in connection with these Terms and for their compliance with its terms and conditions.

No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in these Terms creates any rights in any third party, except to the Mownt Indemnified Parties pursuant to Section 14.

Trademarks; Publicity. Mownt and its service providers shall have the right to use Operator’s name and logo to (i) publicly disclose (including on client lists published on Mownt’s website) that Operator is a user of Mownt’s services, Mownt’s marketing materials, investor presentations, and website, and (ii) permit Operator, at its request, to include its name and logo in certain promotional materials and/or advertising prepared by or on behalf of Operator.

Sections 4, 5, 6, 7, 8, 9(e), 10(d), 11, 12, 13, 14, 15 and 17, and any other provision that by its nature should survive, survive termination of these Terms.

For questions about these Terms, please contact us: