Angel Funding Terms of Service

Effective Date: November 11, 2022

Welcome! VAS Portal, LLC d/b/a Angel Funding (“Angel Funding” or “we”, “us”, or “our”) offers a Regulation Crowdfunding Portal (our “Portal”) through our websites, including, but not limited to, https://invest.angel.com, along with the features, functionalities, applications, browser extensions and other services available through our websites (collectively, our “Websites”) (our Portal and Websites are referred to herein as our “Platform”). We also provide the technology and tools that power our Platform to Issuers looking to self issue other types of exempt offerings (the “Technology Services”). Our Platform is intended to be used by issuers, including their affiliated entities, officers, directors, owners, employees and contractors (“Issuers”) listing testing-the-waters campaigns or offerings on our Platform (the “Offerings”) and individuals who are either visiting or registered with us as investors desiring to research Offerings, communicate with Issuers, and to invest, or potentially invest, in Offerings through our Platform (the “Investors”).

These Terms of Service (“Terms”) apply to our Platform, including, but not limited to, our Websites that link to these Terms and any related services, applications or platforms where these Terms appear or are linked. By accessing or using our Platform in any way, including, without limitation, accessing any portion of our Platform or submitting anything to us through or in connection with our Platform, you agree to read, comply with, and be legally bound by: (1) these Terms; (2) any additional terms and conditions agreements, and policies published on our Platform or otherwise made available to you that are applicable to your use of our Platform (the “Rules”); and (3) any other agreements applicable to your access to or use of our Platform (the “Additional Agreements”). These Terms, the Rules, and any and all Additional Agreements are collectively referred to in these Terms as the “Agreements”.

REVIEW THESE TERMS CAREFULLY. BY ACCESSING OR USING OUR PLATFORM (IN WHOLE OR IN PART), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS YOU ARE NOT ELIGIBLE TO ACCESS OR US OUR PLATFORM (IN WHOLE OR IN PART). FURTHER, IF YOU ARE NOT ELIGIBLE TO USE OUR PLATFORM PURSUANT TO ANY OF THE OTHER AGREEMENTS, YOU ARE NOT PERMITTED TO ACCESS OR USE OUR PLATFORM AS PROHIBITED UNDER SUCH OTHER AGREEMENTS.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT OR JURY TRIALS OR CLASS ACTIONS AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION OF THESE TERMS BEFORE YOU ACCESS OR USE OUR PLATFORM.

1. ACCEPTANCE AND APPLICABILITY OF AGREEMENTS

1.1. Acceptance of Agreements. By access or using our Platform you agree to be bound by these Terms, whether you access or use our Platform as a visitor (meaning that you browse our Platform without creating an account) or as a registered user (meaning that you have created an account with us as either an Issuer or Investor). To use our Platform as a registered user, you must read and confirm that you accept these Terms and any other applicable Agreements.

1.2. Eligibility Representations and Warranties. Without limiting anything set forth in the Agreements, our Platform is intended for use solely by individuals who are at least 18 years of age (or age of majority if higher in your place of residence) and are legally permitted to engage in the activities available through our Platform. To that end, in addition to anything set forth in the Agreements, by accessing and using our Platform, you represent to us that: (1) you are 18 years of age or older (or age of majority or older if higher in your place of residence); (2) you are legally able to enter into contracts; (3) you are not a person barred from receiving or using our Platform under federal, state, local or other laws (including, but not limited to, any residency or other requirements, as applicable to you, placing or investing in any Offering on our Platform); and (4) you have not previously been suspended or prohibited from using our Platform for any reason.

1.3. Changes to Terms. We may update or modify these Terms from time to time by posting a revised version of these Terms on our Websites. Where required by applicable law, we will provide you with notice of any such changes, either through your account, by email, or other communication methods permitted by law or the Agreements. Otherwise, changes to these Terms may be made without providing notice to you. You can always review the most current version of these Terms by clicking the “Terms of Service” link on our Websites. By accessing or using our Platform after any modification of these Terms, you agree to be bound by such modifications.

1.4. Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party:

(a) change or terminate all or any part of our Platform;

(b) restrict or terminate your access to all or any part of our Platform;

(c) refuse, move, or remove anything that is available on our Platform; or

(d) deny access to our Platform to anyone at anytime in our sole and absolute discretion.

1.5. Conflicts. In the event of any conflicts between these Terms and any other Agreement, unless otherwise specified in such other Agreement, these Terms shall control.

2. ACCEPTABLE USE OF OUR PLATFORM

2.1. Acceptable Use. Your access to and use of our Platform must comply with the following (the “Acceptable Use Restrictions”):

(a) You are only allowed to access and use our Platform for its intended purposes, as determined by us in our sole discretion.

(b) Without limitation, you are not allowed to access or use our Platform to: (1) publish, post, distribute or disseminate any content which is or could reasonably be viewed as: (a) hate speech, obscene, harassing, threatening, pornographic, abusive or defamatory to an individual or group of individuals on the basis of religious belief, race, gender, age, disability or otherwise; (b) inciting violence, or containing graphic or gratuitous violence; (c) an unauthorized commercial communication of any kind (including, without limitation, spam); (d) fraudulent, inaccurate or misleading, or otherwise objectionable content of any kind; (e) infringing or violating someone else’s rights or otherwise violating the law; or (f) identifying any person without their consent or disclosing anyone else’s personal contact details or invading their privacy; (2) violate any laws; (3) transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature; or (4) engage in commercial activity except as expressly permitted under the applicable Agreements.

(c) You are also prohibited from: (1) reformatting or framing any portion of our Platform; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Platform; (3) taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, translating, disassembling, decompiling, translating or reverse engineering any portion of our Platform or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Platform; (5) disrupting or otherwise interfering with our Platform or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) collecting or storing, or attempting to collect or store, personal information about other users of our Platform, except as expressly permitted under the applicable Agreements; (8) engaging in any activity that is illegal under federal, state, local, or other laws; (9) creating a false identity on our Platform; (10) creating an account on our Platform for anyone else (except when, and only to the extent, you create one or more sub-accounts on our Platform for your employees or other representatives that are authorized to use or access our Platform on your behalf); (11) releasing to any third party information related to your access to or use of our Platform for purposes of monitoring our Platform’s availability, performance, or functionality, or for any other benchmarking or competitive purposes without our prior written approval; (12) copying our Platform, except as expressly permitted under the applicable Agreements; (13) accessing or using our Platform in a service bureau or time-sharing environment (including, without limitation, accessing our Platform to provide third parties a service consisting solely of the collection and entry of data and other information on our Platform); (14) selling, assigning, transferring, sublicensing, pledging, renting, or otherwise sharing your rights under the Agreements; (15) creating any derivative works based on our Platform; and (16) modifying, obscuring, or removing any proprietary notices on our Platform or copies thereof.

2.2. Companies and Other Legal Entities. If you are a company or other legal entity, the following provisions apply:

(a) Our Platform may only be accessed and used by you and your officers, employees and contractors you authorized to access and use our Platform on your behalf (“Authorized Users”);

(b) Without limiting anything provided in the applicable Agreements, you shall be responsible for the actions of your Authorized Users in connection with your obligations under the applicable Agreements, including, without limitation, any access to or use of our Platform. You shall ensure that your Authorized Users: (1) do not breach the applicable Agreements; and (2) comply with all applicable laws in connection with their access to and use of our Platform; and

(c) You acknowledge and agree that any breach of the applicable Agreements by your Authorized Users constitutes your breach of the applicable Agreements.

2.3. Access and Use. Access to and use of our Platform requires access to the Internet. You are responsible for providing all equipment necessary to establish a connection to the Internet, and any telephone, wireless, or other connection and service fees associated with such access. Using our Platform may allow you to receive content on your mobile phone or wireless device. The manner in which that content is delivered to your mobile phone or wireless device may cause you to incur extra data, text messaging, or other charges from your wireless carrier, which are your sole responsibility.

2.4. Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local, and other laws) and the applicable Agreements when accessing or using our Platform. Without limiting the foregoing, by accessing or using our Platform, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list or prohibited or restricted parties. If you access or use our Platform outside the United States, you are solely responsible for ensuring that your access to and use of the Platform in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation to, in our sole discretion, monitor where our Platform is accessed from, and the right, but not the obligation, to block or otherwise restrict access to our Platform, in whole or in part, from any geographic location.

2.5. Mistakes or Errors. Without limiting anything set forth in the applicable Agreements, you acknowledge and agree that under no circumstances will we or any of our licensors or suppliers be responsible for any loss, damage, or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Platform.

3. ACCOUNTS

3.1. Registration Requirements. In addition to any applicable eligibility requirements, you are required to open an account or register with us in order to use some of the features on our Platform. In connection with your account registration, you must provide true, accurate, current, and complete information about yourself as may be prompted in any registration form. If any information you previously provided to us changes, you must promptly notify us at support@angelfunding.com.

3.2. Third Party Accounts. Our Platform may, now or in the future, provide you with the ability to register and sign in through services provided by certain third parties that you already utilize, such as Google or Facebook. In these instances, you will use your account credentials associated with the applicable third party service to login to your account on our Platform. In addition to the applicable Agreements, your use of any third party login service must also comply with all applicable terms and other agreements between you and the third party related to your use of your account credentials on other websites and online services. Your ability to use this option may be limited where the applicable third party requires you to use a device or operating system that meets that third party’s requirements. Additionally, by using this option, you acknowledge that you understand the applicable third party will know that you are logging into our Platform and that you are a user of our Platform.

3.3. Account Security and Responsibility. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password and account. You agree to: (1) notify us immediately of any unauthorized use of your account or any breach of the security of your account; and (2) ensure that you fully logout of your account at the end of each session. You must set up your account in your own name. You further agree not to access or use anyone else’s account on our Platform. Angel Funding cannot and will not be liable for any loss or damage arising from your failure to comply with this provision or any of the applicable Agreements. If we suspend or terminate your account, you acknowledge that all information and content associated with such account will no longer be available to you.

3.4. Additional Information Sharing. If you open an account, you understand that we will collect and maintain information related to your access to and use of our Platform. We connect, though may not always display, that information to your account in order to conduct our business operations.

3.5. Our Termination or Suspension of Your Account. Without limiting any other rights we have under the applicable Agreements, in the event we determine, in our sole discretion, that your account or information associated with your account may be compromised due to your personal device being infected with a virus, malware, other malicious code, or due to other theft of your account login credentials or other account information, we reserve the right, but do not have the obligation, to invalidate, delete, or otherwise modify your account and the associated account information in order to protect your account, the accounts of other users, and our systems from further damage or exposure. This may include proactively changing your password. If we need to do this, we will make reasonable efforts to inform you of any modifications made via the email address listed on your account or other viable means of communication.

3.6. Cancellation. Subject to restrictions and other obligations set forth in the applicable Agreements, you may close your account by contacting us at support@angelfunding.com and following the instructions we provide. If you cancel your account, these Terms will be terminated and your license to access and use our Platform shall immediately terminate and you must discontinue your access to and use of our Platform. Please note, in some circumstances, we may not permit you to close your account, including in situations where: (1) you are note permitted to close your account pursuant to the terms of an applicable Agreement or securities laws; (2) you have an open dispute or claim; (3) if your account is subject to a hold; and/or (4) you are cancelling your account in an attempt to evade any investigation.

4. ADDITIONAL TERMS FOR ISSUERS

If you are an Issuer, the terms set forth in this section apply to your access to and use of our Platform. These terms are in addition to, and not in lieu of, all other terms and conditions set forth in the applicable Agreements.

4.1. Registration. You must be an entity formed in one of the United States or the District of Columbia. Your registration will not be automatically accepted, and you will be required to provide substantial documentation and answers to questions to allow us to properly vet you and your Offering to ensure you are qualified to make an Offering on our Platform and that your Offering meets the requirements for a Regulation Crowdfunding offering.

4.2. Suspension or Termination. We may deny your application for any or no reason, in our sole discretion, and may at any time terminate your registration and any active Offering if we have reason to believe that you or the Offering do not comply with, or are not in compliance with, the requirements for a Regulation Crowdfunding offering.

4.3. Representations and Warranties. As an Issuer, you represent and warrant that:

(a) You, all of your affiliated entities and individuals, and your Offering(s) do and will comply with all laws, regulations, rules, and guidance related to Regulation Crowdfunding and applicable governing bodies, including, without limitation, the Securities Exchange Commission; and

(b) All responses and documents you provide to us are true and accurate in all materials respects.

4.4. Compensation. For each Offering you make available on our Platform, in exchange for the services we provide to you through our Platform or otherwise in connection with such Offering, you agree to compensate us in a combination of equity and cash in the amount mutually agreed to by you and us.

5. ADDITIONAL TERMS FOR INVESTORS

If you are an Investor, the terms set forth in this section apply to your access to and use of our Platform. These terms are in addition to, and not in lieu of, all other terms and conditions set forth in the applicable Agreements.

5.1. Registration. You must provide registration information to receive access to the ability to make an investment in any of the Offerings on our Platform. Any investment you attempt to make will not be automatically accepted and we will utilize a third party to verify your identity and any concerns we, or our affiliates, may have with allowing you to make any investments or commitments on our Platform for any or all Offerings. We may reject your registration or any commitment or investment you attempt to make in our sole discretion.

5.2. Investment Process. The process for making an investment in a particular Offering on our Platform is as follows:

(a) You commit to invest by filling out a subscription agreement, providing personal identification data, and making the payment for the investment, also known as making a commitment.

(b) The Issuer and Angel Funding will review the details of the commitment you have made and either accept or reject the commitment based on their respective reviews. The Issuer will review if they want to accept you as an investor in the particular Offering and Angel Funding will review if you qualify to make the attempted commitment.

(c) Your investment funds will be transferred to a qualified third party escrow agent that will hold the funds until: (1) you terminate your commitment within the allotted termination time (in which case the funds will be returned to you); (2) the Offering is terminated for any reason (in which case the funds will be returned to you); or (3) the Offering closes (in which case the funds will be sent to the Issuer).

5.3. Information and Timelines About Offerings.

(a) Except as provided in these Terms, each Offering will remain open for at least twenty-one (21) days after its initial launch. The target closing date and goal for each Offering will be available on the Platform.

(b) In the event an Issuer reaches its published goal for an Offering before the target closing date, the Issuer may decide to close the Offering early, in which case the Issuer will provide you with written notice of such changed closing date. Such notice will be provided at least five (5) days before the new closing date.

(c) After making a commitment, you have forty-eight (48) hours before the scheduled closing date (or the updated closing date, if applicable) to terminate your commitment.

(d) When an Offering closes for which you have made a commitment, you will be notified of the closing and you will receive a record of your interest received according to the commitment you made.

5.4. Your Interest in Offerings. You will have access to a record of your interest in all Offerings you have made through our Platform in your account. Your interest in Offerings you obtain through our Platform are generally subject to a minimum transfer restriction of one year, however, separate restrictions may apply for specific Offerings. Please review the Offering-specific documents for additional details and restrictions applicable to that Offering.

5.5. Risks. There are risks associated with investing. As it relates to investments made through or in connection with our Platform:

(a) An investment in any Offering through our Platform carries the risk that you could lose some or all of your investment and you may not be able to transfer your interest when you want to due to transfer restrictions applicable to your interest. The minimum restriction on transfer on any security received on our Platform as part of a Regulation Crowdfunding Offering is that it may not be transferred for a period of one (1) year, calculated from the time the security is issued, unless the you are transferring the security: (1) back to the Issuer; (2) to an accredited investor; (3) as part of an offering registered with the Securities and Exchange Commission; or (4) to a member of your family, or a trust controlled by you, to a trust created for the benefit of a member of your family, or at the time of your death or divorce. Any attempted transfer must be approved with the Issuer and will be recorded, at time of approval, on the records of the Issuer.

(b) Issuers may offer equity interest, either preferred or common, which each carry their own risks. For preferred interests, you may be able to obtain a promise to receive payments before holders of common interest, but there may never be any cash available by the Issuer to pay you anything anyway and preferred interests typically restrict you from any participation in the operations and management or voting of the Issuer. Common equity will likely mean that you will receive payments of profit, if any such payments are made, concurrently with the other owners, including the creators of the project, which could result in receiving a lower return than you would like, and still runs the risk of complete loss, as all investments do. Any equity investment could carry with it a risk of dilution if the Issuer later determines that more funds are needed and your return may be reduced by such dilution, or if you had a vote, your relative influence may be reduced.

(c) Other risks may apply to each Offering. Please review the Offering specific details for a disclosure of such risks by the Issuer.

(d) After a successful closing of an Offering, the Issuer may make available its annual reports, which include financial statements, and disclosures similar to those provided in the Issuer’s Form C for the Offering, either on its own site or on our Platform and under some situations, the Issuer may be allowed to cease making annual filings available to Investors. This means that you may or may not have current information available regarding the performance and condition of the Issuer and your interest.

5.6. Investment Limitations. As an Investor, you are limited in the amount you are allowed to invest in Regulation Crowdfunding offerings, no matter what portals, including, but not limited to, our Platform, you use to make the investments. As of the Effective Date, if you are a non-accredited investor and your income or net worth are below $124,000, you may only invest up to a cumulative, in any 12-month period, of the greater of $2,500 or 5% of the greater of your income or net worth among all offerings on all portal platforms (this does not include investments that are not relying on Regulation Crowdfunding). If your income and net worth are above $124,000, you may only invest up to a cumulative, in any 12-month period, of the greater of 10% of your income or net worth, capped at $124,000 among all offerings on all portal platforms.

5.7. Our Rights to Provide Information. As an Investor, you grant us and the Issuer the right to display your first name, state of residence, and amount invested for promotional purposes during the term of the Offering, or, if granted as a perk of your investment, at the time and in the place as explained in the perk description. Despite granting this right, if you do not want us or the Issuer to publicly disclose your information, we will provide you the ability to indicate your wishes in the investment funnel.

5.8. Our Compensation. We receive compensation from the Issuer for any successfully closed Offering in a combination of the securities in the Offering and cash, each paid at the time of closing of the Offering.

5.9. No Promotion. You may not promote an Issuer’s Offering for compensation of any kind without disclosing clearly that you are affiliated with the Issuer and that your communications are promotional activities.

5.10. Retention of Data, Communications, and Interactions. All data submitted by you to us, and communications and interactions with us, either on or through the Platform or otherwise, are maintained for a minimum of five (5) years and you consent to this information being retained, including any personal information contained in those communications and interactions.

5.11. Additional Information Requests. Your use of the Question and Answer tool provided by us for each Offering may not include spam messages, advertisements, repetitive requests for the same information that you or other investors have already requested, posting of irrelevant information or questions not related to the Offering, or for any other reason not designed to provide or discover relevant information related to the offering or a potential investment in the Offering.

6. PLATFORM OWNERSHIP AND LICENSE

6.1. Ownership. All right, title and interest in and to our Platform, including, but not limited to, all of the software and code that comprise and operate our Platform, and all of the text, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through our Platform are owned by us or third parties who have licensed their content to us. Our Platform is protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, the entire Platform is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of our Platform.

6.2. Marks. The Angel Funding names and logos (including, but not limited to, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks, and logos appearing within our Platform, unless otherwise noted, are trademarks (whether registered or not), service marks, and/or trade dress of Angel Funding or licensed by Angel Funding for exclusive use (collectively, “Our Marks”). All other trademarks, product names, company names, logos, service marks, and/or trade dress (collectively, “Other Marks”) mentioned, displayed, cited, or otherwise indicated within our Platform are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without our prior written permission. You are not authorized to display or use any Other Marks that appear on our Platform without the prior written permission of the applicable third party.

6.3. Limited License. Subject to your acceptance of, and compliance with, the applicable Agreements, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use our Platform in a manner that is consistent with the applicable Agreements and our Platform’s intended purpose(s). You obtain no rights in our Platform except to use it in accordance with the applicable Agreements. Without limiting the generality of the foregoing, you shall not access or use our Platform in violation of the terms set forth in any of the applicable Agreements, including, without limitation, the Acceptable Use Restrictions set forth in these Terms (collectively, “Prohibited Activities”). You will be solely liable for any damages, costs or expenses arising out of or in connection with your commission of any Prohibited Activity. You shall notify us immediately upon becoming aware of the commission by any person of a Prohibited Activity and shall provide us with reasonable assistance upon our request with any investigations we may conduct in connection with any such Prohibited Activity.

7. USER CONTENT AND INFORMATION

7.1. User Content. Our Platform may provide users with the ability to add, create, upload, submit, distribute, post, or share content on or through our Platform, including, but not limited to, website links, opinions, information, posts, profiles, pictures, videos, and audio clips (collectively, “User Content”). Reliance on User Content is at your own risk. You acknowledge and agree that we are not responsible or liable for any User Content that appears on our Platform.

7.2. Your Content. If you provide any User Content (“Your Content”), unless otherwise specified in an applicable Agreement, you expressly grant, and represent and warrant that you have the right to grant, us a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual license to publicly display, publicly perform, reproduce, distribute, create derivative works of, and sublicense Your Content in any manner or through any media now known or later developed without any payment obligation to you. Without limiting the foregoing, you acknowledge and agree that Your Content may be viewable by any other users of our Platform (whether registered or unregistered). Further, you understand and agree that we have the right, but not the duty, to pre-screen, edit, refuse, move, or remove any User Content, including, without limitation, Your Content, posted to our Platform.

7.3. Private Messages. The Platform may provide you with the ability to send private messages to other users of the Platform (“Private Messages”). Private Messages are not considered User Content and we will not intentionally make any such Private Messages available to any party other than the intended recipient. However, you should remain mindful that there is an inherent risk in the use of the internet. Private Messages may be intercepted without our knowledge or consent, collected illegally, and/or forwarded by recipients to others. We cannot guarantee the security of any information, including Your Private Messages, that you disclose online, and you do so at your own risk.

7.4. Abusive and Offensive Language. Abusive and offensive language will not be tolerated on our Platform, social media sites, or with our personnel. You are not entitled to make untrue, malicious, and/or damaging comments with regard to our operations in any media or forum.

7.5. Personal Information. By accessing or using our Platform, you are consenting to the collection, use, disclosure, transfer, and sharing of your personal information, including, but not limited to, sharing such information with companies other than Angel Funding as described in our Privacy Policy made available on our Website. The Privacy Policy may be updated from time to time, so please review it regularly. If you do not agree with the collection and use of personal information as described in the Privacy Policy, please discontinue all access to and use of our Platform.

7.6. Text and Voice Communications. We may, now or in the future, deliver to you promotional advertising and transaction-based text messages (“Angel Funding Messages”). By signing up to receive Angel Funding Messages, or by otherwise indicating to us that you want to receive Angel Funding Messages, such as by sending a short code keyword text message from your mobile device (“Angel Funding Messages Enrollment”), in addition to these Terms, you also agree to the following:

(a) You expressly consent to receive text messages made using an automatic telephone dialing system from Angel Funding on any mobile phone number you provide to Angel Funding as part of your Angel Funding Messages Enrollment.

(b) You understand that consent to receive Angel Funding Messages is not required to make any purchase and you may revoke your consent at any time.

(c) You represent and warrant to us that you are the account holder of, or that you have the express permission of the account holder for, any mobile or residential phone number you provide us as part of your Angel Funding Messages Enrollment. You further agree to promptly notify us if you are no longer the account holder of, or you no longer have the express permission of the account holder for, any mobile or residential phone number you previously provided us in connection with your Angel Funding Messages Enrollment.

(d) You must be 18 years of age or older to provide consent to receive Angel Funding Messages.

(e) You understand that message and data rates may apply and that you, not Angel Funding, will be solely responsible for any carrier charges imposed on you due to your receipt of any text messages or phone calls, including, without limitation, any Angel Funding Messages.

(f) You agree not to send or otherwise make any content available in connection with the Angel Funding Messages that would otherwise violate the applicable Agreements.

You can reply HELP to any text Angel Funding Messages you receive for assistance. Additionally, you can email us at support@angelfunding.com.

You can withdraw your consent to receive Angel Funding Messages at any time by replying STOP to any text Angel Funding Messages you receive. You can also withdraw your consent by sending us an email at support@angelfunding.com and including your phone number and the subject line “STOP” in the email. If you withdraw your consent, we may send you one final text message to confirm withdrawal of your consent.

We reserve the right to change the terms applicable to the Angel Funding Messages at any time. If we make changes, we will update this Section.

We are not responsible for incomplete, lost, late, or misdirected messages, including, without limitation, undelivered messages resulting from any filtering by your mobile phone carrier. We cannot guarantee that each user will receive the benefit of Angel Funding Messages for each Angel Funding Message sent.

Without limiting the foregoing, by signing up to receive, or otherwise indicating that you want to receive, Angel Funding Messages, you consent to the collection, use, and disclosure of your personal information as described in our Privacy Policy, available at invest.angel.com/privacy.

7.7. Feedback. By submitting ideas, suggestions, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances. Not withstanding the forgoing, if you are an Issuer, your company and project information submitted in any application shall not be considered Ideas or Innovations for purpose of this Section.

7.8. Links to Third Party Websites. Our Platform may include links to other websites or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external websites or services and that we do not endorse and are not responsible or liable for any such linked websites or services or any information, material, products, or services contained on or accessible through other websites or services. Furthermore, we make no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked websites or services. Your access to and use of linked websites or services, including, without limitation, any information, material, products and services on or accessible through other websites or services is solely at your own risk.

8. TERMINATION

8.1. Right to Terminate. Subject to the terms set forth in the applicable Agreements, in addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, with or without notice and in our sole discretion, to terminate these Terms, your account, and/or your ability to access or use our Platform for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms, or in the case of any activity by you that may harm us or other users, including, but not limited to, fraud, abuse of privileges, or misuse of our Platform. You agree that we will not be liable to you or any third party for any such termination.

8.2. Effects of Termination. If we exercise our termination rights available under the applicable Agreements, your license to access and use our Platform shall immediately terminate and you must discontinue all access to and use of our Platform affected by such termination.

8.3. Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities.

8.4. Survival. The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.

9. DISCLAIMERS

9.1. Disclaimer of all Warranties.

(a) OUR PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO OUR PLATFORM (INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE COMPRISING ANY PORTION OF OUR PLATFORM), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT OUR PLATFORM WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.

(b) YOU HEREBY ACKNOWLEDGE THAT OUR PLATFORM MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR PLATFORM AND/OR TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF OUR PLATFORM CAUSED BY SUCH FACTORS.

(c) WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION YOU SUBMIT THROUGH OUR PLATFORM.

(d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

9.2. Use of Platform at Your Sole Risk. YOUR ACCESS TO AND USE OF OUR PLATFORM, DOWNLOAD OF ANY SOFTWARE RELATING TO OUR PLATFORM, AND USE OF ANY INFORMATION WE MAY PROVIDE IN CONNECTION WITH YOUR ACCESS TO OR USE OF OUR PLATFORM IS AT YOUR SOLE OPTION, DISCRETION, AND RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF THE SOFTWARE RELATING TO OUR PLATFORM, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE, OR SOFTWARE. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO ACCESS OR USE OUR PLATFORM BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS.

(a) No Creation of Warranty. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM ANY OF THE RELEASED PARTIES THROUGH OR FROM OUR PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

(b) Third Party Statements. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE STATEMENTS, ADVICE OR OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED ANGEL FUNDING SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS PROVIDED BY ANY THIRD PARTIES, AND SUCH STATEMENTS, ADVICE OR OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE OR OPINIONS OF ANGEL FUNDING.

10. YOUR LIABILITY

10.1. Agreement to Indemnify. YOU AGREE THAT YOU WILL ONLY ACCESS AND USE OUR PLATFORM IN ACCORDANCE WITH THE APPLICABLE AGREEMENTS. YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH WE (OR ANY OF OUR SUBSIDIARIES OR AFFILIATED COMPANIES) INCUR ARISING FROM ANY BREACH BY YOU OF THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US, OUR SUBSIDIARIES AND AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF OUR PLATFORM, YOUR CONNECTION TO OUR PLATFORM, YOUR VIOLATION OF THE APPLICABLE AGREEMENTS, OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.

10.2. Additional Remedies. The Released Parties reserve the right to seek all remedies available at law and in equity for your violation of the applicable Agreements, including the right to block access from a particular Internet address to our Platform and report misuses to law enforcement.

11. LIMITATION OF LIABILITY

11.1. Maximum Liability. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE AGREEMENTS AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF OUR PLATFORM SHALL BE THE AMOUNT OF $100.

11.2. No Liability for Incidental Damages. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO OR USE OF OUR PLATFORM OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO OR USE OF OUR PLATFORM.

11.3. Applicability of Limitations. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.4. Notice to California Residents. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

12. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

12.1. Waiver of Rights. YOU AGREE THAT BY ACCESSING OR USING OUR PLATFORM, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

12.2. Agreement to Arbitrate.

(a) YOU AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THE APPLICABLE AGREEMENTS, YOUR ACCESS TO OR USE OF THE PLATFORM, OR YOUR DEALINGS WITH THE RELEASED PARTIES SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION.

(b) THIS AGREEMENT TO ARBITRATE INVOLVES INTERSTATE COMMERCE, AND, THEREFORE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. 1-16 (“FAA”), AND NOT BY STATE LAW.

(c) THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE INTERPRETED BROADLY PURSUANT TO THE FAA.

(d) THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THIS SECTION.

(e) THE ARBITRATION WILL BE CONDUCTED USING ONE ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF ARBITRATORS IN ACCORDANCE WITH THE ARBITRATION RULES AND PROCEDURES OF ANY ARBITRATION ORGANIZATION OR ARBITRATOR THAT YOU AND THE RELEASED PARTIES AGREE UPON IN WRITING OR THAT IS APPOINTED PURSUANT TO SECTION 5 OF THE FAA.

(f) FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS $10,000 OR LESS, YOU MUST ABIDE BY THE FOLLOWING RULES: (1) THE ARBITRATION SHALL BE CONDUCTED SOLELY BASED ON TELEPHONE OR ONLINE APPEARANCES AND/OR WRITTEN SUBMISSIONS AND (2) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES. IF THE CLAIM EXCEEDS $10,0000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES, AND THE HEARING (IF ANY) MUST TAKE PLACE IN SALT LAKE COUNTY, UTAH.

(g) THE ARBITRATOR IS BOUND BY THE TERMS OF THIS AGREEMENT TO ARBITRATE. YOU ACKNOWLEDGE AND AGREE THAT, IN ANY ARBITRATION PROCEEDING, NO DEPOSITIONS WILL BE TAKEN, AND ALL OTHER FORMS OF DISCOVER OF FACTS WILL BE LIMITED TO THOSE THINGS THAT THE ARBITRATOR DETERMINES, IN ITS SOLE DISCRETION, TO BE NECESSARY. FURTHER, IN ANY ARBITRATION PROCEEDING: (1) THERE SHALL BE NO AWARE OF PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL OR OTHER SPECIAL DAMAGES; (2) ALL DAMAGES, CLAIMS, AND AWARDS WILL BE GOVERNED BY UTAH LAW; (3) THE PARTIES WILL CONDUCT THE ARBITRATION CONFIDENTIALLY AND EXPEDITIOUSLY AND WILL PAY THEIR OWN COSTS AND EXPENSES OF ARBITRATION, INCLUDING THEIR OWN ATTORNEYS’ FEES. IF YOU PROVE THAT YOU ARE UNABLE TO AFFORD THE AAA FEE, YOU AGREE TO NOTIFY ALL PERSONAS AGAINST WHOM YOU HAVE AN ARBITRABLE CLAIM AND GIVE SUCH PERSONS THE OPPORTUNITY, INDIVIDUALLY AND AS A GROUP, TO PAY SUCH FEE. THE PROCEEDING AND THE DECISION SHALL BE KEPT CONFIDENTIAL BY THE PARTIES.

(h) THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.

(i) THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.

(j) EXCEPT IN THE EVENT YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 12.5, THIS AGREEMENT TO ARBITRATE WILL SURVIVE TERMINATION OF YOUR ACCESS TO OR USE OF OUR PLATFORM AND YOUR RELATIONSHIP WITH THE RELEASED PARTIES.

12.3. Information About Arbitration. INFORMATION ON AAA AND HOW TO START ARBITRATION CAN BE FOUND AT WWW.ADR.ORG. THERE IS NO JUDGE OR JURY IN ARBITRATION. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT AND REVIEW BY A COURT IS LIMITED. YOU WILL NOT BE ABLE TO HAVE A COURT OR JURY TRIAL OR PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. YOU UNDERSTAND AND AGREE THAT BY AGREEING TO RESOLVE ANY DISPUTE THROUGH INDIVIDUAL ARBITRATION, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.

12.4. Challenges to Validity of Agreement to Arbitrate. YOU AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (i.e., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION IN THE APPLICABLE AGREEMENTS TO THE CONTRARY, IF THE CLASS ACTION WAIVER ABOVE IS DEEMED INVALID OR UNENFORCEABLE, YOU AGREE THE YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS.

12.5. Opt-Out of Agreement to Arbitrate. IF YOU WISH TO OPT OUT OF THE AGREEMENT TO ARBITRATE, WITHIN 45 DAYS OF THE EFFECTIVE DATE OF THESE TERMS OR WHEN YOU FIRST YOU THE PLATFORM, WHICHEVER IS LATER, YOU MUST SEND US A LETTER STATING: “REQUEST TO OPT-OUT OF AGREEMENT TO ARBITRATE” TO:

VAS Portal, LLC

200 Unity Circle, Suite D

Lee’s Summit, MO 64086

12.6. Venue for Litigation. IF THE AGREEMENT TO ARBITRATE IS FOUND UNENFORCEABLE OR TO NOT APPLY FOR A GIVEN DISPUTE, OR IF YOU OPT OUT OF THE AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 12.5, THEN THE PROCEEDINGS MUST BE BROUGHT EXCLUSIVELY IN THE SATE AND FEDERAL COURTS COVERING SALT LAKE COUNTY, UTAH, AS APPROPRIATE, AND YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF EACH OF THESE COURTS FOR THE PURPOSES OF LITIGATING SUCH CLAIMS OR DISPUTES, AND YOU STILL WAIVE YOUR RIGHT TO A JURY TRIAL, WAIVE YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION AND REMAIN BOUND BY ANY AND ALL LIMITATIONS OF LIABILITY AND DAMAGES INCLUDED IN THE APPLICABLE AGREEMENTS.

12.7. Time to Bring Claim. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENTS, YOUR ACCESS TO OR USE OF THE PLATFORM, OR YOUR DEALINGS WITH THE RELEASED PARTIES MUST BE COMMENCED IN ARBITRATION OR LITIGATION (AS APPLICABLE) WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT TWO (2) YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIMS IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW TIME LIMITATIONS OTHER THAN THOSE SET FORTH IN SUCH STATE’S STATUTE OF LIMITATIONS. IN SUCH CASES, THE APPLICABLE STATUTE OF LIMITATIONS PROVIDED FOR UNDER THE LAWS OF SUCH STATE SHALL APPLY.

12.8. Prevailing Party. IN ANY ARBITRATION PROCEEDING OR LITIGATION (AS APPLICABLE) BETWEEN YOU AND THE RELEASED PARTIES IN CONNECTION WITH ANY OF THE AGREEMENTS, YOUR ACCESS TO OR USE OF THE PLATFORM, OR YOUR DEALINGS WITH THE RELEASED PARTIES, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COSTS IN SUCH ARBITRATION OR LITIGATION (AS APPLICABLE) FROM THE OTHER PARTY.

13. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

13.1. Angel Funding Policy. Angel Funding respects the intellectual property rights of others. You must ensure that Your Content does not infringe any third party’s copyright. We will remove Your Content and other materials on our Platform in accordance with the Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that Your Content or other materials on our Platform infringe a third party’s copyright. Additionally, subject to Section 13.4 below, we will terminate your account if you are a repeat infringer.

13.2. Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any user submission or other content on our Platform infringes upon your copyrights, you may submit a notification pursuant to the DMCA to the address provided below. Such notification must contain the following:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;

(d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(e) 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; and

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Angel Funding may disclose DMCA notices to affected users and third party databases that collect information about copyright takedown notices.

13.3. Counter Notifications. If Your Content is removed pursuant to a notice of copyright infringement and you want to challenge the removal, you must provide us a counter notification to the address provided below. Such counter-notification must contain the following:

(a) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(b) a description of the material that was removed and where the material previously appeared on our Platform reasonably sufficient to permit us to identify the material;

(c) a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;

(d) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, any judicial district in which Angel Funding may be found (the United States District Court for the District of Utah) and that you will accept service of process from the person who provided the original DMCA notice or an agent of that person; and

(e) your physical or electronic signature.

We will forward any complete counter-notification to the person who provided the initial DMCA notice. The copyright owner(s) may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that such a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we may, but are not obligated to, restore Your Content and other materials. Until that time, Your Content and other materials will remain removed.

13.4. Repeat Infringers. Without limiting anything else in the Agreements, we will terminate your account if you receive three (3) DMCA Takedown Actions. A “DMCA Takedown Action” occurs each time Your Content or other materials are removed due to a DMCA notice. We may group multiple DMCA notices received in a short period of time as a single DMCA Takedown Action. We may remove a DMCA Takedown Action in appropriate circumstances, such as where: (1) the material is restored due to a DMCA counter-notification; or (2) the party who provided the DMCA notice withdraws their complaint.

13.5. Address for Notices. DMCA notices and counter-notifications may be sent to our designated agent (the “Copyright Agent”) at the following addresses:

By email to: support@angelfunding.com

By mail to: Angel Funding

Attn: Copyright Agent

200 Unity Circle, Suite D

Lee’s Summit, MO 64086

14. ADDITIONAL TERMS

14.1. Governing Law. These Terms will be governed by the laws of Utah, without giving effect to any principles of conflicts of laws.

14.2. Electronic Communications. The communications between you and Angel Funding use electronic means, whether you access or use our Platform or send us emails, or whether we post notices on our Platform or communicate with you via email. For contractual purposes, you: (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically, including, but not limited to, the Rules, satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.

14.3. Severability. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Terms shall continue in effect.

14.4. Waivers. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.

14.5. Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial, or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

14.6. Assignment. We reserve the right to transfer, assign, sublicense, or pledge these Terms, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense, or otherwise transfer in any manner whatsoever any of your rights or obligations under these Terms.

14.7. Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.

14.8. Support. If you have any questions or concerns about our Platform or these Terms, please email us at support@angelfunding.com.