Augment User Terms Of Service

INTRODUCTION

Please read these User Terms of Service (“Terms”) carefully before accessing, using or obtaining any materials, information,products or services. These terms and conditions apply to all visitors, users and others who access or use the Service. In theseTerms, "we", "us", "our" and "AUGMENT" refers to AUGMENT MARKETS, INC., together with any of its affiliates,including AUGMENT CAPITAL, LLC, an SEC registered broker-dealer and FINRA/SIPC member. "You" and "your" refersto you, the user of our Service, whether individually or on behalf of any entity or other person that you represent.

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By accessing the Augment website, the Augment Platform (defined below), services provided by Augment Capital, LLC, anyAugment application, or any other feature or other platform operated by Augment, product or service (collectively, the"Services”), you have read, understood, and agreed to be bound by these Terms, our Privacy Policy and any other ancillary terms or policies that we make available that apply to the Service or certain features or portions thereof.

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These Terms include a pre-dispute arbitration clause and a waiver of your right to participate in a class action or representative lawsuit. We may modify these Terms for any reason, at any time, by posting a new version on the Services; these changes do not affect rights and obligations that arose prior to such changes. Your continued use of the Services following the posting of modified Terms will be subject to the Terms in effect at the time of your use. Please review these Terms periodically for changes. If you object to any provision of these Terms or any subsequent modifications to these Terms or become dissatisfied with the Services in any way, your only recourse is to immediately terminate use of the Services

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If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "you" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services. If you are entering into these Terms as an approved proxy for another person (i.e. your client), you represent that you have the authority to bind such individual to these Terms, in which case the term “you” will refer to such individuals. If the individual does not agree with these Terms, you must not accept these Terms or use the Services.

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Please read these terms carefully because these terms, together with Augment’s Privacy Policy, constitute a legally binding contract between you (or the entity you represent) and Augment. If you do not wish to accept these terms, please do not accessor use the services. By accessing, uploading information to, or otherwise using the services, you agree (1) to be bound by these terms (including any additional terms and conditions and policies referenced herein or available by hyperlink); (2) you are at least 18 years old; (3) you have not previously been suspended or removed from the services; (4) you have read, understand, and accept these terms; and (5) you will not use the services, directly or indirectly for any fraudulent undertakings in any manner and your use of the services will be in compliance with these terms.

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Certain features of the Services may be subject to additional guidelines, terms, conditions or rules, which will be posted on theServices or otherwise made available to you in connection with such features. All such applicable additional terms, guidelines, conditions and rules, are incorporated by reference into these Terms.

DEFINITIONS

"Account" means an online account registered by you for the purpose of using the Services.

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"Additional Services" means Services available only through registration of an Account, as distinguished from the BasicServices which are generally available without such registration. For example, the Augment Platform is an Additional Service.Augment may, at its discretion, decide that Basic Services which have heretofore been available without registration shall become Additional Services, which may be provided for a fee and such change shall become effective upon posting on theAugment website or Platform. To use the Additional Services, when you register you must identify yourself as a sophisticated investor under one of the Accredited Investor categories in SEC Rule 501 of Regulation D.

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"Additional Services" means Services available only through registration of an Account, as distinguished from the Basic Services which are generally available without such registration. For example, the Augment Platform is an Additional Service. Augment may, at its discretion, decide that Basic Services which have heretofore been available without registration shall become Additional Services, which may be provided for a fee and such change shall become effective upon posting on the Augment website or Platform. To use the Additional Services, when you register you must identify yourself as a sophisticated investor under one of the Accredited Investor categories in SEC Rule 501 of Regulation D.

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"Basic Services" means Services available without registration of an Account and generally available to the public.

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"Content" means any files, data, material and information submitted, uploaded, stored, or otherwise provided by you to the Services.

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“Feedback” means feedback, innovations or suggestions sent by you regarding the attributes, performance or features of our Services.

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“Issuer’s Marketplace” means the specific page of the Services whereby buyers and sellers can indicate interest to buy or sell the specific issuer’s securities

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“Post” refers to listings on a specific Issuer’s Marketplace that were placed by users who identified themselves as sophisticated investors under one of the Accredited Investor categories in SEC Rule 501 of Regulation D when registering for AdditionalServices. Posts represent an interest to either buy or sell an issuer’s securities and are non-binding.

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"User Data" means all non-public data relating to your use of the Services, including but not limited to your personal information or contact information, and your settings or preferences in the Services.

WHAT IS AUGMENT?

Augment operates a platform that is an electronic secondary market for “Accredited Investors” (as that term is currently defined by the SEC Rule 501 of Regulation D) to arrange private sales of restricted securities (the “Augment Platform”).Augment provides a venue designed to allow you to manage and rebalance your venture capital, angel and partnership investment portfolio.

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Additionally, Augment Capital, LLC is an SEC registered broker-dealer and FINRA/SIPC member that provides opportunities to Accredited Investors to invest in private companies by purchasing interests in Special Purpose Vehicles (SPVs) (“AugmentCapital”).

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Augment does not underwrite or distribute shares for any issuer of securities. Furthermore, Augment does not advise on or recommend any securities or other financial instruments.

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The Services are not intended as financial or investment advice. By providing the Services, Augment does not provide financial, investment, legal or tax advice and/or any other advice of any kind. Your use of the Services and any decisions you make to invest money relating to opportunities addressed in the Services are at your sole risk. Investments in private securities and private funds are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Additionally, investors may receive illiquid and/or restricted securities that may be subject to holding period requirements and/or liquidity concerns.

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The Services do not include marketing making, investment advisory or investment advisory services.

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No communication by Augment, through the Services or any other medium, should be construed or is intended to be are commendation to purchase, sell or hold any security or otherwise to be investment, tax, financial, accounting, legal, regulatory or compliance advice. No communication from Augment regarding the Services is intended as an offer to purchase or sell securities or a solicitation of any securities transaction. Investing in securities described in the Services poses risks, including but not limited to credit risk, interest rate risk, and the risk of losing some or all of the money you invest. Before investing in any securities you should: (1) conduct your own investigation and analysis; (2) carefully consider the investment and all related charges, expenses, uncertainties and risks, including all uncertainties and risks described in offering materials; and (3) consult with your own investment, tax, financial and legal advisors.

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The Services are only suitable for Accredited Investors who understand and are willing and able to accept the high risk sassociated with private investments. Investing in private securities requires long-term commitments, the ability to afford to lose the entire investment, and low liquidity needs. The Services include communicating preliminary and general information about such securities obtained from issuers and/or sellers and is intended for initial reference purposes only. It does not summarize or compile all the applicable information. Augment does not make any representation or warranty to any prospective investor regarding the legality or suitability of an investment in any securities or the accuracy or completeness of any information regarding securities from issuers and/or sellers.

WHO CAN USE AUGMENT SERVICES?

While the general public can visit our website, the Augment Platform is a private (non-public) venue for use only by AccreditedInvestors and brokers acting on behalf of Accredited Investors. Similarly, Augment Capital only engages with AccreditedInvestors and brokers acting on behalf of Accredited Investors. You must identify yourself as a sophisticated investor under one of the Accredited Investor categories in SEC Rule 501 of Regulation D when you register.

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You may access and use the Services solely for the purpose of your own personal noncommercial use. The Services may notbe accessed or used by any competitors of Augment. Sell-side brokers are restricted from using the Services. All users, brokers or otherwise, are prohibited from using our Services as part of any effort to compete with use or for any revenue generating or commercial purposes.

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The Services are available only to U.S. residents who are at least 18 years old or entities located in the U.S. You represent and warrant that, if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Augment may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.

REGISTRATION

Establishing an Account

You must register and establish an Account in order to use Additional Services. By registering anAccount, You represent that you are entitled to disclose the information provided by you in such registration, without breach by you of any obligations or violation of any rights of third parties and that you are a sophisticated investor and qualify under one of the Accredited Investor categories in SEC Rule 501 of Regulation D.

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Account Information

You must safeguard and not disclose your Account username and password and you must supervise the use of your Account. You must provide us with accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate. You are solely and fully responsible for maintaining the confidentiality of your Account usernames and passwords. You are solely and fully responsible for all activities that occur under your Account. We are permitted to act on any actions taken in the Service using your Account username and password.You must notify us immediately of any unauthorized use of your Account or any other breach of security.

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Deletion of Account

You may delete your Account at any time. Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account, provided we may retain certain information as required to comply with our legal obligations, record keeping requirements, resolve disputes, complete transactions, and enforce our agreements.

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Use of Data

‍We may collect User Data, and you hereby grant us permission to collect User Data through the Services and to use such User Data to improve the performance and functionality of the Services, improve the Services and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing. We may use various analytics tools in performing the above. Where applicable, User Data collected byAugment will be shared with you or any service provider who may provide you with supplementary services in connection with the Services. Augment’s use of User Data is set forth in its Privacy Policy.

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Privacy

By using the Services, you agree to Augment’s Privacy Policy, which describes Augment’s collection, use and disclosure of data and information in connection with the Services. Augment may update its Privacy Policy from time to time, in accordance with its terms. Augment’s Privacy Policy is expressly incorporated into these Terms, and by using the Services you agree to the collection, use and disclosure practices in Augment’s Privacy Policy. With respect to all personal information provided by you or your users to or through the Services, you shall ensure that Augment’s and/or its users’, as applicable, receipt and use of such personal information is permitted under applicable law. This obligation includes: (i) complying with its obligations under applicable law; and (ii) securing any required consents and rights necessary under applicable law for Augment and/or its users, as applicable, to receive and use personal information and provide the Services.

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Messages and Communications

You acknowledge and agree that you may receive emails, phone calls, text messages (which may be automated and/or sent via third party platforms), push notifications, or other communications from Augment or from other users regarding the Services or about your use of the Services, and you may also receive marketing materials from us. You agree that any notices, agreements, disclosures or other communications that Augment sends to you electronically shall be deemed to satisfy any legal communication requirements to the extent permitted under applicable law. To opt out of receiving any marketing communications from Augment, please follow the unsubscribe link in the applicable correspondence.Note that you may continue to receive communications related to the Services even if you unsubscribe from marketing communications.

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Augment may make certain features available that allow you to send email communication to third party recipients via theServices. If you use such features, you acknowledge and agree that you, not Augment, are the sender of any such communications and that you have all permission and consent from the recipient necessary to send such email communication to the recipient, and that your sending, and Augment’s facilitation of such communication on your behalf, will not violate the privacy or any other rights of any third party, and will not violate any laws, rules, or regulations. Note that the recipient maybe required to create an account with Augment in order to view any communications that you send via the Services.

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Accredited Investors' request to receive notifications on investment opportunities, suggestions and offers: unless you have unsubscribed from receiving our marketing messages and communications, your acceptance of these Terms constitutes a request from you to receive further notifications from us regarding investment opportunities, suggestions and offers that maybe relevant to you and to your use of our Services.

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Augment reserves the right, but does not have the obligation, to monitor all communications and messages that occur on the Augment Platform, including without limitation, in order to ensure that such communications do not violate these terms, or any other terms that apply to your usage of the Augment Platform, including without limitation, violations of provisions relating to user anonymity.

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Augment Agreements

Augment may provide you with standard agreement forms to be digitally signed by parties as part of a transaction. These forms are provided on an “as-is” basis and on an “as-available” basis. These forms do not constitute and cannot be construed as legal advice to you or any other party. Augment does not make any representations or warranties as to the suitability, enforceability, or completeness of these forms. Augment recommends that you seek and retain professional legal counsel with respect to any transaction contemplated by these agreements.

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Changes to the Services

Augment may make upgrades, updates and improvements to the Services from time to time. Augment may also modify or delete features and functions of the Services, and may substitute old features with new features, including as may be necessary to meet applicable laws or industry-standard requirements or demands or requirements of third party service providers, or otherwise at its discretion.

USING THE AUGMENT PLATFORM

Sellers

Potential sellers who have identified themselves as sophisticated investors under one of the Accredited Investors categories in SEC Rule 501 of Regulation D can place a Post (as defined in the Augment Handbook) on an Issuer’s Marketplace (as defined in the Augment Handbook) to indicate interest in selling securities of the issuer. When an Accredited Investor interested in buying the issuer’s securities, or a registered buy-side broker representing such a buyer, has made a Post seeking to purchase the same securities, the parties will then have the option to communicate anonymously through Augment’s internal messaging platform (the “Messaging Module”). Within the Messaging Module, non-binding offers (as defined in the AugmentHandbook) can be sent by either party, which, when accepted (as defined in the Augment Handbook), will indicate both partie sare ready to move forward with a deal (as defined in the Augment Handbook). Acceptances are non-binding. Only 1 active offer can exist per conversation. If a user wants to counter-offer, they must reject and then create a new one.

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Buyers

Potential buyers who have identified themselves as sophisticated investors under one of the Accredited Investors categories in SEC Rule 501 of Regulation D, or registered brokers representing such buyers, can place a Post on an Issuer’sMarketplace to indicate interest in buying securities of the issuer. When an Accredited Investor interested in selling the issuer’s securities has made an analogous Post, the parties will then have the option to communicate anonymously through theMessaging Module. Within the Messaging Module, non-binding offers can be sent by either party, which, when accepted, will indicate both parties are ready to move forward with a deal. Acceptances are non-binding. Only 1 active offer can exist per conversation. If a user wants to counter-offer, they must reject and then create a new one.

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Augment Handbook

Additional rules and details about use of the Augment Platform and transactions that occur on theAugment Platform may be found in the Augment Handbook, which may be amended or replaced from time to time. Please seethe Augment Handbook for definitions of bolded and capitalized terms above in this Section 6.Usage Data. We may collect information about you when you interact with the Augment Platform, including your User Data, as permitted by the Agreement. We may aggregate and anonymize this information and User Data and share it with third parties provided that we do not include any information that identifies or can be used to identify you. If you are a user of the AugmentPlatform, you may have the ability to receive access to such aggregate and anonymized information, which may be subject tofees and other terms and conditions disclosed to you at the time of enrollment.

USER CONTENT

License to Content

You grant us a worldwide, royalty-free, non-exclusive license to host, copy and use your Content as required in order to provide the Services and facilitate your transactions. Subject to this limited license we do not acquire any ownership right in your Content and you retain all rights and ownership to your Content. You acknowledge that Augment exercises no control whatsoever over the specific content of your Content and it is your sole responsibility, at your own expense, to provide the Content. Augment is under no obligation to review any Content for accuracy, potential liability or for any other reason, except in accordance with your personal data rights as outlined in our Privacy Policy.

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As between you and Augment, you are solely responsible for the accuracy, completeness, validity, authorization for use(including transmission) and integrity of all of your Content, regardless of form or format. You acknowledge and agree that (i)you may be required to provide certain Content to the Services to enable its operation, and (ii) the Services are designed to acton direction given to it by you, and that you are solely responsible for such direction and the results thereof. You represents, warrants, and covenant that your provision of Content to the Services or to Augment or any other user of the Services will not violate any law, the rights of any third party, or the Terms, and that Augment and its users’ use of the Content that you provides will not violate any law or the rights of any third party. Augment reserves the right, but does not have the obligation, to remove any content from the Services in its sole and absolute discretion.

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We Have No Responsibility for the Storage of Your Content‍

The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are solely responsible for any lost or unrecoverable Content.

USER OBLIGATIONS AND RESTRICTIONS

Obligations

Compliance with Law

You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding sales of Restricted Securities, data privacy and intellectual property rights; and (ii) pay the fees for the Services, if applicable, when due. Although Augment has no obligation to monitor your use of the Services, Augment may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

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Control Persons

‍If you are a SEC Rule 144 defined Control Person (company officer) of the company that issued the securities, you must contact us at contact@augment.capital before listing.

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Exemption from Resale Registration

‍Before offering or selling, it is the responsibility solely of each offeror or seller to confirm that the offer and sale will comply with all requirements of an applicable exemption from registration under theSecurities Act of 1933, as amended (the “Securities Act”) of resales of unregistered securities (e.g., SEC Rule 144 or the exemption doctrine known as “Section 4½” of the Securities Act). Offerors and sellers must consult competent legal counsel regarding the permissibility of selling their securities without Securities Act registration as necessary. Not withstanding anything to the contrary, neither these Terms nor the provision of the Services shall be deemed to cause Augment to assume any duty to verify that any exemption from Securities Act registration applies or any liability for failure to register under theSecurities Act any transaction or security offered on the Augment Platform.

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Restrictions

‍You agree that you will not, directly or indirectly: (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software (including documentation and data provided with such software) related to the Services; (ii) copy, in whole or in part, the Services, its software or any component thereof, including taking screenshots; (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Services (except to the extent expressly permitted by Augment or authorized within the Services); (iv) sublicense, sell, rent, lease, transfer, distribute, or use theServices for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings within Services or related documentation; (vi) use the Services to send spam or otherwise send content in violation of applicable laws; (vii) use the Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material; or (viii) use the Services to conduct transactions that violate prohibitions against market manipulation, insider trading, fraud, money laundering, terrorist financing, breaches or evasion of U.S. sanctions, corruption, or other crimes or illicit activity.

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You also agree that you will not, directly or indirectly: (a) use any robot, spider, scraper, site search or retrieval mechanism or other manual or automatic means, device or process to access, retrieve, index, data mine, or in any way reproduce, or circumvent the navigational structure or presentation of the Services, (b) use any data mining, data gathering or extraction method to harvest or collect information about or from other users of the Services (c) probe, scan or test the vulnerability of the Services, nor breach the security or authentication measures on the Services, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services, (d) attempt to gain unauthorized access to the Services or its related systems or networks, (e) use the Services for benchmarking purposes, or for any illegal purpose, or (f) create “links” to the Services or “frame” or “mirror” or “scrape” any content therein.

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Export‍

You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

IP RIGHTS

Retention of Rights
‍Augment shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing. Nothing contained here in shall be construed as granting you any rights in or to the Services, other than the right to use the Services as expressly stated herein. All rights not granted herein are reserved by Augment. You may not use Augment’s name, logo and/or any of Augment’s trademarks for any reason without the prior written consent of Augment.

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Feedback

The parties acknowledge and agree that Augment may solicit and you may provide to Augment suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services (the “Feedback”). You hereby grant to Augment a nonexclusive, perpetual, irrevocable, royalty-free, right and license to disclose, use, create derivative works from, and incorporate the Feedback in connection with the development and distribution of the Services and related products and services.

THIRD-PARTY MATERIAL

Third-party and public information, information provided by other users, external resources and reviews, including (without limitation) valuation data, assumptions, data analysis, market research, funding history, headcount, investors list and any other third-party materials and information, may be made available through our Services for your own use ("Third-Party Material").Such Third-Party Material is provided for your convenience and for your own personal noncommercial use, it was not examined or confirmed by us in any way, it might be incomplete, inaccurate and outdated, and we cannot guarantee its correctness, precision, or reliability. For the avoidance of doubt, all information obtained from sellers, buyers, and issuers of securities, brokers for buyers or sellers, and/or transfer agents of issuers shall be deemed Third-Party Material under these Terms.

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We do not commit to update the Third-Party Material or to update the investors regarding the existence of specific risk factors before or following an investment. The Third-Party Material made available through the Services is intended to be illustrative rather than definitive and investors should conduct their own research and analysis to evaluate any investment in companies of interest and should not rely solely on Third-Party Material presented by us. Third-Party Material may be protected by copyright, trademark, and other intellectual property laws and you may not use any trademark, trade name or any other mark of ThirdParty Material unless you have permission to do so. You use Third-Marty Material at your own risk.

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You may not: (i) download, reproduce, copy, capture into a database, or otherwise duplicate such Third-Party Material; (ii)sell, rent, lease loan, license, reproduce, modify, transfer, assign, sublicense, display, distribute, disassemble, reverse engineer or decompile any part of the Third-Party Material, or otherwise use the Third-Party Material on behalf of any third party, or(iii) use the Third-Party Material in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way.

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Any links and referrals to other sites and services, including the services of a broker you retain, any contract with a fund, or the participation of any servicer, bank, money transfer service, or other service provider, will be governed by their own terms and conditions. Augment is not responsible for the actions of any such parties, or any such third-party sites. These Terms apply only to your use of the Services, not the sites and services of any third parties.

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We do not make any representations or warranties about the correctness, accuracy or reliability of Third-Party Material. Your use of any Third-Party Material is at your own risk. Under no circumstances will we be liable for any loss or damage caused by reliance on Third-Party Material through the Services.

INDEMNIFICATION

You will indemnify, defend, and hold harmless Augment, and its affiliates, licensors and suppliers, and their respective officers, directors, employees and agents, from and against any and all liabilities, losses, damages, claims, allegations, actions, demands, fines, penalties, costs and expenses (including without limitation reasonable attorneys’ fees) arising out of or relating to arising out of any claim, demand, suit or proceeding by a third party alleging that (i) your Content or your use of the Services infringes or misappropriates a third party’s rights, including intellectual property or privacy rights, or violates applicable law; or (ii) your use of the Services is in violation of these Terms.

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DISCLAIMERS AND WARRANTIES

YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR TRANSACTIONS SOUGHT, OBTAINED,OR COMPLETED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND FOR DEALS AND TRANSACTIONS THAT YOU ENTER INTO. NEITHER AUGMENT NOR ANY PERSON ASSOCIATED WITH AUGMENT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS,SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY ITEMS OR INFORMATION THEREON. WITHOUT LIMITING THE FOREGOING, NEITHER AUGMENT NOR ANYONE ASSOCIATED WITH AUGMENT REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR TRANSACTIONS SOUGHT, OBTAINED OR COMPLETED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR TRANSACTIONS SOUGHT,OBTAINED, OR COMPLETED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. WHILE WE ATTEMPT TO MAKE YOUR ACCESS AND USE OF THE SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR WEBSITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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IN THE EVENT OF ANY PROBLEM WITH THE SERVICES OR ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE ACCESSING AND USING THE SERVICES AND THE CONTENT.

LIMITATION ON LIABILITY

IN NO EVENT WILL AUGMENT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES,AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY,ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES OR ANY SERVICE SOBTAINED THROUGH THE SERVICES OR SUCH OTHER SERVICES, OR FOR ANY TRANSACTIONS SOUGHT,OBTAINED OR COMPLETED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

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THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

TERM AND TERMINATION

Term‍

These Terms commence on the date you first accept them and will remain in effect until these Terms are terminated.

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Termination
You may stop using the Services at any time and you may delete your Account. Unless you and Augment have entered into an existing agreement that sets forth terms relating to termination, Augment may terminate your access to the Services at any time in its sole discretion. Upon termination of the Services to you, your Account will be terminated, and from the date of termination you will no longer be able to access your Account, unless access to certain information is required by law.

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Access‍

Without limitation of any other section in these Terms, Augment may also immediately suspend provision of or access to the Services at any time, with or without notice to you and without liability, if you are in breach of these Terms or if Augment suspects or receives information that the Services or the use thereof actually or allegedly infringes or violates any third party’s rights or violates any applicable laws. Augment may also suspend access to and use of the Services in order to comply with applicable laws, or upon having reason to believe that any improper activity or potential damage to Augment or other third parties is associated with your use of or access to the Services.

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Survival‍

The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in orderto achieve the fundamental purposes of these Terms, shall so survive. Without limiting the generality of the foregoing, theIntellectual Property Rights, Third Party Material, Disclaimers of Warranties, Indemnification, Limitation of Liability,Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.

GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER

This Agreement shall be governed by and interpreted under the substantive laws of the State of Texas, without regard to its conflict of laws principles and the laws of the United States of America, where applicable. Each Party hereby expressly con sents that any dispute, claim, action or disagreement (a “Dispute”) relating to this Agreement shall be resolved exclusively by arbitration. The arbitration, including the selecting of an arbitrator, will be administered by the American ArbitrationAssociation in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction therefore. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO ATRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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YOU AGREE THAT YOU WILL NOT FILE OR SEEK A CLASS ACTION AGAINST AUGMENT, OR PARTICIPATE IN A CLASS ACTION AGAINST AUGMENT.

CHANGES TO TERMS

Augment may change the Terms at any time, and such changes will become effective upon the date on which an updated version of these Terms is posted on the Services. You are responsible for checking the Services regularly for such changes. By continuing to access or use the Services you agree to be bound by the updated Terms.

SEVERABILITY

If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then such part shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of these Terms.

RELATIONSHIP

Nothing in these Terms or your use of the Services shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Augment or anyone on its behalf. You do not have any authority of any kind to bind Augment in any respect whatsoever.

ENTIRE AGREEMENT

These Terms contain the entire agreement between Augment and you relating to your use of the Services and supersedes any and all prior agreements between Augment and you in relation to the same (unless such agreement explicitly states that it supersedes these Terms). You confirm that, in agreeing to accept these Terms, you have not relied on any representation except as has expressly been made by Augment in these Terms.

ASSIGNMENT

These Terms are not assignable, transferable or sublicensable by you except with Augment’s prior written consent. Augment may transfer and assign any of its rights and obligations under these Terms without consent.

NO THIRD-PARTY RIGHTS

There are no third-party beneficiaries to these Terms.

HEADINGS

Headings are for convenience only and are not part of the agreement between the parties.

CONTACT

If you have questions or comments about these Terms, you may email us at contact@augment.capital or contact us using the details below:

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Augment Markets, Inc.

1204 San Antonio Street

Floor 2

Austin, TX 78701

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