Equity Shift, Inc. (the “Company,” “we” or “us”) and any of its pages, applications, services, groups, and networks (individually and collectively, the “Website”) are an important means of providing you with information related to our Company and about conducting one or more Securities Transactions with us.

By accessing and using the Website, you agree and certify that you have read, understand, and agree to this Terms of Service (“TOS”), whether or not you register for a profile with the Website by providing us with your email address and other personal information as described herein (a “Registered Profile Holder”), or whether or not you purchase, acquire, or transfer the Securities through a Securities Transaction (a “Securities Holder”). All users that access the Website, whether or not you are a Registered Profile Holder or Securities Holder, are referred to as “you,” “your,” “yours,” or “Users”.

We reserve the right, in our sole discretion, to change, modify, add, or delete portions of this TOS at any time without further notice and such modifications are, unless otherwise stated in this TOS, effective immediately. If this TOS is modified, such changes shall be posted on the Website and Company will make reasonable efforts to bring any modifications to the attention of User at the time of User’s access of the Website. Your continued use of the Website after any such changes constitutes your acceptance of the revised TOS. If you do not agree to this or any future TOS, you shall not use or access (or continue to use or access) the Website.

Permitted Users

Registration and use of the Website is void where prohibited. Our Website is not intended for use by anyone other than residents of the United States of America. Residents of jurisdictions other than the United States of America are not permitted to become Registered Profile Holders.

Our Website is not intended for use by anyone under the age of twenty-one (21). Persons under the age of twenty-one (21) are not permitted to become Registered Profile Holders.

Our Website is not directed at children under the age of thirteen (13) and we do not knowingly collect information from children under the age of thirteen (13) through the Website. If we become aware that we have inadvertently received information from a visitor under the age of thirteen (13) through the Website, we will delete the information from our records. Some links on our Website may take visitors to third-party sites that are directed at children in whole or in part. We are not responsible for those third parties nor their collection and use of children’s information. We encourage you to read the privacy statements of any third-party sites you visit, whether linked from our Website or otherwise.

We, in our sole discretion, may delete any data or content with or without notice or liability to you. We reserve the right to permanently block any User who violates this Policy; however, we may retain User information, data, and content for business or legal purposes.

Intellectual Property, Proprietary Information, and Ownership

We reserve all rights that are not expressly granted to you by these Terms. Equity Shift owns all rights, title, and interest, including all related intellectual property rights in and to the following (collectively, Equity Shift’s “Website Content”):

• Any software, scripts, text, graphics, images, videos, audio files, photos, charts, tables, interactive features, copyrighted materials, trademarks, service marks, icons, and logos: (i) that are part of the Website, or (ii) displayed or provided to you on the Website or as part of the services.
• All information provided regarding companies and their ownership, securities, and transactional data including their financial and operational history and corporate governance and related documents.
• All transactional data by participants (including yours), which includes prices (bids and asks), quantities, and/or timing.
• All communications among participants on the Website (including communications to and from you), which includes companies, shareholders, investors, agents (e.g., Brokers, Investment Advisors), and third parties.

All of the Website Content is subject variously to patent, copyright, trade secret, confidentiality, and other rights under United States and foreign laws. Except as provided in these Terms, no part of Equity Shift’s Website Content, and none of Equity Shift’s proprietary rights therein, are licensed to you for any purpose. No part of Equity Shift’s Website Content may be reproduced, recorded, retransmitted, sublicensed, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, websites or other medium or for any commercial purpose, except as provided in these Terms, without Equity Shift’s prior express written consent.

Any information or data that you provide in connection with your use of the Website (collectively, your User Content”), you give Equity Shift a limited license, free of any charge, to use such information for purposes of providing the Website. Further, you give Equity Shift permission to share your User Content with any Broker you engage or apply to engage, and any third-party service provider that participates in Transactions you enter, as well as such parties’ lawyers, accountants, brokers, and other service providers. If you are under any agreement or duty with your entity, organization or otherwise to restrict access to your User Content, it is important that you carefully avoid disclosing information to the Website that you are not entitled to disclose, and in the case of information that we must keep confidential, that you notify us so that we may take appropriate steps to do so. This license shall survive termination of this Agreement for such period as necessary for us to provide the Website, comply with regulation or law, or comply with an internal guidelines or procedures.

Registered Trademark notices

“Equity Shift,” “BITE,” “Close on Time, Every Time,” and the Equity Shift logo are registered trademarks of Equity Shift, Inc. Other featured words or symbols, used to identify the source of goods and services, may be the trademarks of their respective owners in the United States and/or other countries.

Termination

We may change or discontinue the Website, at any time, without prior notice. Further, we may discontinue, block, or suspend your Website access at any time, with respect to some or all of your listings as an individual, organization, and/or entity, for any reason or for no reason. Without limiting the foregoing, Equity Shift may do so should it determine (in its sole discretion, which shall not be subject to review) that you have violated these Terms or the Privacy Policy, or otherwise engaged in actions that are inappropriate, inoffensive, or detrimental to the Website or to other Users.

You are free to terminate your registration at any time by submitting a written request to disable your profile or using any Website features Equity Shift provides to do so.

In the event of a termination or suspension of your registration:

• Termination of your registration will not affect your engagement with any Broker, funds owed between you and the Broker (except as may be set forth in your agreement with the Broker), or any already-completed Transactions (except as may be set forth in agreements pertaining to the Transactions).
• Equity Shift and any applicable Fund or Servicer shall honor, service, and maintain any completed Transactions according to their own terms. However, you may be prevented from entering any new Transactions, and if the termination was made by you, or by Equity Shift for reason of a breach by you, Equity Shift and the Broker may (or may not) rescind any of your uncompleted Transactions in progress. You will be responsible for completing any Transaction that is not so rescinded.
• An electronic copy of all transaction documents will be provided to you upon request. You may be unable to use the Website to manage your investments.

These Terms remain enforceable against you in connection with any breach. Equity Shift reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.

Potential Disruption of Service

You shall be responsible for obtaining and maintaining all telephone, computer hardware, software, and other equipment needed to access and use this Website. Access to this Website may from time to time be unavailable, delayed, limited or slowed due to, among other things:

• hardware failure, including among other things, failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment.
• software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content.
• overload of system capacities.
• damage caused by severe weather, earthquakes, wars, insurrection, riots, terrorism, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters.
• interruption (whether partial or total) of power supplies or other utility of service.
• strike or other stoppage (whether partial or total) of labor.
• governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or
• any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond our control.

If access to this Website is unavailable, delayed or limited, or if this Website does not operate quickly and efficiently, you may be unable to transmit your instructions for transactions and other matters, or such instructions may not be promptly executed, or you may be unable to retrieve information on a timely basis. If your operations are dependent on such communications with us, and such communications are disrupted or delayed, you may suffer losses. Equity Shift will not be liable for any such loss.

Suitability and Appropriateness

Securities or financial instruments mentioned in the Website may not be suitable or appropriate for all investors or in all geographical areas. Your particular needs, investment objectives and financial situation were not taken into account in the preparation of this Website and the materials contained herein. You must make your own independent decisions regarding any securities or financial instruments mentioned herein. You should consult with a financial advisor and legal and tax professionals to assist in conducting due diligence as may be appropriate prior to making any investment decision. The fact that Equity Shift has made available to you through the Website, investment opinions and other information constitutes neither a recommendation that you enter into a particular transaction nor a representation that any financial instrument is suitable or appropriate for you. You should consider whether an investment strategy or the purchase or sale of any product is appropriate for you in the light of your particular investment needs, objectives and financial circumstances.

Equity Shift may receive compensation in connection with the products and services it provides and may assist in one or more transactions involving one or more parties, which may result in such compensation or otherwise present potential conflicts. We have policies and procedures in place designed to identify and manage such potential conflicts.

Liability and Indemnity

You, the User, agree that use of the Website is at your sole risk. The Website is provided on an “AS IS” and “AS AVAILABLE” basis, except as otherwise prohibited by applicable law. WE EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. We do not guarantee any specific results from use of the Website or the purchase of any securities. No advice or information, whether oral or written, from or through use of the Website shall create any representation or warranty not expressly stated herein. We assume, and shall have, no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, your communications, Data, or content. We are not liable for any problems or technical malfunction caused by any of the equipment or programming associated with or utilized by the Website. Except in jurisdictions where such provisions are restricted, in no event shall we be liable to you or any other person, entity, or organization for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data arising from or in any way related to your use of the Website, your purchase or use of any of the products or services offered, advertised, or sold through the Website, or any of the Website content or other materials, even if arising from our negligence and even if we are aware or have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause of action, claim, or liability whatsoever, and regardless of the form of the cause of action, claim or liability, shall at all times be limited to the amount paid, if any, by you directly to us for the specific product or service which is the subject of the claim, but in no event shall our liability to you exceed the actual amount you have paid directly to us. You acknowledge that if no fees are paid to us by you for any product or service, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from us, regardless of the cause of action.

You, the User, agree to defend, indemnify, and hold us harmless from and against any and all loss, damage, claim judgment, demand, liability, or expense (including reasonable attorneys’ fees and expenses), in any way related to, arising out of, or connected with: (i) User’s content or data; (ii) User’s use of the Website; (iii) User’s providing of false, inaccurate, misleading, or fraudulent Data or other information to us; (iv) User’s connection to the Website; (v) User’s violation or breach of this Policy; (vi) User’s violation or breach of any representation or warranty made by User to us; (vii) User’s violation or breach of any third party right, including without limitation, any intellectual property right, defamation, breach of confidence, or privacy right; or (viii) Any claim that User’s content caused damage to a third party. User’s obligations shall survive the termination of User’s Private Investment Page and/or the termination of User’s use of the Website. User is solely responsible for his/her/its actions, and the actions of its agents, when using the Website.

Successors

In the event that we are acquired by or merged with any third-party entity (including the sale of substantially all of our assets or of substantially all of any business unit), we reserve the right, in any of these circumstances, to transfer or assign your content, data, personal information, and the licenses obtained from you. In the unlikely event of our bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws or equitable principles affecting creditors’ rights generally, we may not be able to control how your personal information is treated, transferred, or used. You understand this and agree to hold us harmless in such circumstances.

Electronic Signatures and Electronic Records

By your use of the Website as a User, Registered Profile Holder, you agree that the Electronic Signature (defined below), whether digital or encrypted, is intended to authenticate this writing and to have the same force and effect as manual signatures to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC §§ 7001, et seq.), the North Carolina Uniform Electronic Transactions Act, N.C.G.S. §§ 66-311 et. seq., any other similar state laws based on the Uniform Electronic Transactions Act, and guidance promulgated by the Securities and Exchange Commission. “Electronic Signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

By clicking “accept,” “I agree,” or “I consent,” when prompted on the Website, you agree to receive electronically all documents, communications, notices, contracts, tax documents, materials related to the Securities Transactions, Securities and agreements arising from or relating to this TOS (each a “Disclosure”). You also agree that any time you click or have clicked on an “I agree,” “I Consent,” or other similarly worded button or entry field with a mouse, keystroke, or other device, your agreement or consent is legally binding and enforceable against you and is the legal equivalent of your handwritten signature on an agreement that is printed on paper. You agree to be bound by any affirmation, assent, or agreement that you transmit or have transmitted, by computer or other electronic device, including internet, telephonic and wireless devices, including but not limited to any consent you give or have given to receive communications from the Company or any of its agents or Affiliates solely through electronic transmission.

Unless otherwise required by law, you will be deemed to have received any electronic Disclosures that are sent to the most current email address that you have provided in your Registered Holder Profile (or any agent of the Company).

The Company will not assume liability for non-receipt of notification of the availability of electronic Disclosures in the event your email address on file is invalid, your email or Internet service provider filters the notification as “spam” or “junk mail,” there is a malfunction in your computer, browser, Internet service and/or software, or for any other reasons beyond the control of the Company.

Any Disclosures will be provided to you electronically through the Company’s Website or via email to the verified email address provided by you. The Company will only provide electronic copies of all Disclosures. You may request a paper copy of this Agreement and the other documents provided electronically by contacting the Company at the address set forth above. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. You may discontinue electronic provision of Disclosures at any time in its sole discretion.

Your consent to receive Disclosures and transact business electronically, and the Company’s agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and the Company or any of the Company’s agents or affiliates. Your consent will remain in effect for so long as you remain a Registered Profile Holder.

Before you decide to do business electronically with the Company, or to become a Registered Profile Holder or Securities Holder, you should consider whether you have the required hardware and software capabilities described below:

• Hardware and Software Requirements. You understand that in order to access and retain Disclosures electronically, your computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an Internet Service Provider or any other capable communications medium, and with software capable of viewing and printing a *.pdf file created by Adobe Acrobat. Further, you must have a personal e-mail address capable of sending and receiving e- mail messages to and from the Company. To print the documents, you acknowledge that you need access to a printer compatible with such hardware and the required software.
• Additional Mobile Technology Requirements. If you are accessing the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements, you shall ensure to have software on such mobile device that allows you to print and save the Disclosures. If you do not have these capabilities on your mobile device, you agree to access the Disclosures through a device that provides these capabilities.

You may withdraw consent to receive Disclosures electronically by contacting the Company at the address set forth above. If you withdraw consent to receive tax forms electronically, the Company will confirm such withdrawal and its effective date in writing by email.

Automated Clearing House (ACH) Payments

In order to use the ACH payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at ats.equityshift.io, support@equityshift.io and/or 919-500-7894.

Enforceability and Governing Law

In the event any of the terms or provisions of these Terms and Conditions shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. These Terms and Conditions shall be subject to any other agreements you have entered into with Equity shift. The user’s access to and use of the Website, and the terms of this disclaimer are governed by the laws of the State of North Carolina.

Any action against Equity Shift arising from or relating to your access to and use of the Website and the provisions of these Terms and Conditions must be brought by you in state or federal court located in the State of North Carolina, Wake County. You consent to the jurisdiction and venue of the state and federal courts located within the State of North Carolina, Wake County, for the adjudication of all claims by Equity Shift against you arising from or relating to your access to and use of the Website and the provisions of these Terms and Conditions.

Changes To This Terms of Service

This Terms of Service was adopted on January 1, 2021.

We may update our Terms of Service from time to time. We will notify you of any changes by posting the new Terms of Service on this page.

We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the adopted date on this page.

You are advised to review this Terms of Service periodically for any changes. Changes to this Terms of Service are effective when they are posted on this page.

Contact Us

If you have any questions about this Terms of Service, please contact us by email: info@equityshift.com