WEBSITE TERMS AND CONDITIONS

Effective Date: September 19, 2020

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND CONTAIN A MANDATORY ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION REMEDIES.

These Website Terms and Conditions (these “Terms”) form a binding legal agreement between iConnections LLC, a Delaware limited liability company (“iConnections”, “we”, “us”, or “our”) and you regarding the use of the iConnections website located at www.iconnections.io (the “Site”). Please review these Terms carefully. By visiting and using the Site, you agree to be bound by these Terms. We may update these Terms from time to time in our discretion, but we will always keep the latest version of these Terms posted on the Site. By using the Site after a new version of these Terms has been posted, you agree to the terms and conditions of such version of these Terms.

These Terms do not govern use of the iConnections platform. Any use of the platform is subject to and governed by the applicable platform terms of service, not these Terms.

CONTENT AND OWNERSHIP

“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Site. All Content is owned by us or our third-party licensors. Nothing contained on the Site should be construed as granting any license or right to use any of the Content without our written permission. Subject to your continued compliance with these Terms, we hereby grant you a personal, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Site and Content for your personal, non-commercial use.

RESTRICTIONS

You will not: (i) remove any trademark or copyright notices contained in the Site or Content; (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Site or Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Site or Content; (iv) disassemble, decompile or reverse engineer the Site or Content; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Site or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Site or any other systems or otherwise interrupt or interfere with any other user’s use or enjoyment of the Site; (vii) promote illegal activity or violate any applicable local, state, national or international law; (viii) post or transmit any Content that is discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (ix) send unsolicited advertisements through the Site; (x) impersonate any person or misrepresent your identity or affiliation; (xi) use the Site in a way that is not for its intended purposes or that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; (xii) provide any false or misleading information or any information that you do not have the right to provide; or (xiii) otherwise violate any of our published rules, policies, or guidelines.

THIRD PARTIES

The Site may contain links to websites owned or operated by third parties as well as marketing materials promoting third parties and their products and services (for which we may be compensated on a non-transaction basis by the applicable third party and therefore we have an incentive to list such content over other content for which we do not receive any compensation). We do not control or endorse such parties, websites, products or services, and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites or materials. We have the right, but not the obligation, to review any Content provided by third parties. We do not endorse such third party Content, and any views expressed therein are the views of the applicable author and do not necessarily align with our views. We are not responsible for the accuracy or reliability of any Content provided by third parties and will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to such third-party Content. We have no control over, and are not responsible for, your interactions (online or in person) with any third parties. You are solely responsible for your interactions with any third parties.

IMPORTANT DISCLOSURES

NEITHER WE, THE SITE, NOR ANY CONTENT, PROVIDE LEGAL, TAX, FINANCIAL, INVESTMENT, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT PROFESSIONAL ADVISORS ABOUT THE LEGAL, TAX, INVESTMENT, OR FINANCIAL CONSEQUENCES OF YOUR ACTIVITIES. WE DO NOT REPRESENT AND CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE SITE OR CONTENT. WE ARE NOT A BROKER-DEALER OR AGENT OF ANY INVESTOR OR OF THE MANAGERS LISTED ON THE SITE, ARE NOT COMPENSATED BASED ON TRANSACTIONS OR INVESTMENTS, CAPITAL RAISED OR THE VALUE OF INVESTMENTS, AND WE DO NOT SOLICIT INVESTMENTS. WITHOUT LIMITING THE FOREGOING, Nothing provided on or through the SITE shall constitute or be construed as an offer or solicitation to purchase any security or financial instrument, or as financial, legal, tax, or investment advice, or a suitabLE investment OR recommendation or endorsement of any MANAGER, its strategies or any FUND.

YOUR USE OF THE SITE AND CONTENT IS AT YOUR SOLE RISK AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE SITE AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THE CONTENT WILL BE COMPLETE OR ACCURATE. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK OR LINES, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE SITE, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON'S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SITE.

UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE SITE OR OTHER THIRD PARTIES. WE DO NOT ENDORSE ANY USERS, INVESTORS, MANAGERS, OR OTHER THIRD PARTIES LISTED, REFERENCED, OR REGISTERED USING THE SITE (EVEN THOSE WE MAY FEATURE OR SPOTLIGHT FROM TIME TO TIME). IF YOU CHOOSE TO WORK WITH ANY MANAGERS OR OTHER THIRD PARTIES, YOU DO SO AT YOUR OWN RISK AND WE WILL NOT BE RESPONSIBLE FOR SUCH INTERACTIONS OR THE SERVICES PROVIDED BY SUCH THIRD PARTIES, INCLUDING INVESTMENT SERVICES. ANY SEPARATE INVESTMENT OR OTHER BUSINESS RELATIONSHIP YOU ENTER INTO WITH ANY THIRD PARTY IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND ICONNECTIONS IS NOT A PARTY TO SUCH RELATIONSHIP.

SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF $100 USD OR THE AMOUNTS PAID BY YOU TO US IN THE PAST THREE MONTHS. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. YOUR SOLE REMEDY IF YOU ARE DISSATISFIED WITH THE SITE IS TO DISCONTINUE YOUR USE THEREOF.

RELEASE AND INDEMNITY

You will release, defend, indemnify, and hold us, our past, present, and future affiliates, licensors, licensees, marketing partners, and suppliers, together with their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from your use of the Site or your violation of these Terms. We may opt to defend such claims at our sole discretion, in which case you will indemnify us for the costs of such defense. California residents hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.”

TERMINATION

We reserve the right to modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice. We may restrict your access to the Site at any time. Your right to use the Site will automatically terminate if you breach these Terms. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) shall so survive.

DISPUTE RESOLUTION; MANDATORY ARBITRATION; WAIVER OF JURY TRIAL AND CLASS ACTION

THESE TERMS ARE GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.

THE PARTIES AGREE THAT ANY DISPUTES ARISING IN CONNECTION WITH THE SITE OR THESE TERMS WILL BE EXCLUSIVELY RESOLVED IN BINDING ARBITRATION USING THE DISPUTE RESOLUTION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION LOCATED IN NEW YORK, NEW YORK. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION.

THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS-ACTION PROCEEDINGS.

FORCE MAJEURE

We will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.

GENERAL

You may not assign these Terms or these rights and obligations without our prior written consent; any purported assignment in violation of these Terms will be null and void. If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms shall not be affected thereby and shall remain in force and effect. These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.