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AssetBlock Terms of Service

Effective Date: November 22, 2019

Thank you for using AssetBlock, LLC., (“AssetBlock,” “we” or “us”). These Terms of Service (“Terms”) govern your use of AssetBlock, including any use of the services and resources available or enabled via AssetBlock, on any website that links to these Terms regardless of the manner in which such website is accessed.

Please read these Terms carefully. These Terms represent a binding contract between you and us, and by creating an account or otherwise accessing or using AssetBlock, you expressly agree to be bound by them. These Terms affect your rights and designate the governing law and forum for the resolution of any and all disputes. If you do not agree to be bound by these Terms, you may not use AssetBlock.

Registration

AssetBlock provides a technology platform which uniquely facilitates access to commercial real estate investment opportunities. To access and use AssetBlock’s services you will need to set up a user account. When you create an account, we require you to provide certain information about yourself, including your email address and a password (“Account Information”), in order to better facilitate your use of AssetBlock. You agree that all Account Information that you provide will be accurate, current, and in a form sufficient to allow AssetBlock to contact you from time to time. If you are creating an account on behalf of a party other than yourself, such as your employer or another legal entity, you represent and warrant that you have the legal authority to do so and acknowledge that by creating the account such third party will be bound by these Terms. You agree that we may send email communications to you for customer service, account and/or product confirmations, product offers and other similar matters. You may choose to opt out of much of this email correspondence through your account settings or by using the links at the bottom of our emails. Please note that even if you opt out, we will still send you account and service-related emails.

As a part of the account onboarding process, AssetBlock will conduct certain accreditation and verification checks (including, but not limited to, know your customer and anti-money laundering verifications) in order to determine your eligibility to use the AssetBlock services. The real estate investment opportunities facilitated by AssetBlock are available to Accredited Investors, as that term is defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. To qualify as an Accredited Investor, individuals generally must have a net worth greater than $1 million (excluding their primary residence) or gross income of at least $200,000 ($300,000 jointly with a spouse) per year for the preceding two years with the reasonable expectation of similar income in the current year. There are other thresholds available for institutional or corporate investors. You may be asked to complete certain additional certifications and/or provide additional information to verify your status as an Accredited Investor in order to use AssetBlock. If your Accredited Investor status changes after you register your account, you must notify AssetBlock of such change.

Linking Your Wallet

AssetBlock is a blockchain platform and once you have registered your account with us, you will have the option to link your Algorand cryptocurrency wallet to your AssetBlock account. Linking your Algorand wallet is optional rather than required, and AssetBlock will not have custody or access to your wallet, other than as required to verify the balance in the wallet. AssetBlock will not link your wallet information with any other personally identifiable information that you may provide. AssetBlock does not require, and will not request, you to share your private key for your Algorand wallet.

If you choose to link your wallet to AssetBlock, you understand and acknowledge that AssetBlock has no control over and will not be liable for any transactions made via your Algorand wallet. Even if you do not choose to link your wallet to AssetBlock, you represent and warrant that you are aware there are inherent risks to sharing information and/or investing via a blockchain platform such as AssetBlock, and that you choose to do so with full knowledge of such inherent risk.

Privacy

AssetBlock may integrate with third party providers as necessary to provide the services and will share your investor information with those third party providers. For more information on our privacy practices, including the ways in which we collect and use your information, please visit our Privacy Policy.

Intellectual Property

AssetBlock is protected by U.S. and international intellectual property laws and you agree to abide by them. Without our prior written consent, you may not copy or store AssetBlock Content (as that term is further defined below) in any form outside of the AssetBlock platform and you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, or perform any AssetBlock Content, except as expressly contemplated herein. You agree that all data and algorithms used in connection with providing the AssetBlock platform and services to you are “trade secrets” as defined, without limitation, under applicable law. You agree to comply with reasonable written requests from us to help us in protecting our proprietary and intellectual property rights. All intellectual property rights in AssetBlock are, as between you and us, the sole and exclusive property of AssetBlock. As used herein, AssetBlock “Content” includes but is not limited to, all information, images, video clips, files, software, technical information, specifications, catalogs, trademarks, service marks, trade dress, and other content or materials on the website. Any dated Content is valid as of the indicated date only.

Some AssetBlock features either now or in the future may allow you to post or submit content and materials for publication on AssetBlock (“Your Content”). You represent and warrant that Your Content is accurate and up-to-date, and that you own or otherwise have the necessary license(s) for your use of Your Content, including all rights necessary for you to post or otherwise transmit Your Content to AssetBlock. You own any intellectual property rights to Your Content, but you agree that we can use, reproduce, modify, adapt and publish Your Content for purposes of enabling us to offer AssetBlock or the specific features you have elected to use. You are responsible for Your Content, and acknowledge that once published, we cannot always remove it. You may also be able to view or access content and materials published to AssetBlock by other users (collectively, “User Content”). AssetBlock does not control User Content and cannot guarantee its accuracy. AssetBlock is not responsible for User Content and you should keep this in mind when making any decisions based on such User Content.

We appreciate when you provide us feedback through customer service or by email, but we may use any feedback, comments, or suggestions without any obligations to you. For purposes of clarity, you hereby assign all intellectual property rights to us in any feedback, comments, or suggestions that you provide to us.

Your Use of AssetBlock

We are providing you with access to AssetBlock pursuant to a limited, non-exclusive, non- sublicenseable, non-transferable, revocable license. You can use AssetBlock for personal, non- commercial use only, and subject to these Terms. This license is available to you as long as you are not barred from AssetBlock by applicable law and your account is not terminated by us or by you. You are responsible for maintaining the confidentiality of your Account Information and agree to notify us immediately of any unauthorized use of your Account Information or if you otherwise believe your Account Information has been compromised. Notwithstanding the foregoing, you are responsible for any damages or losses suffered by AssetBlock via the use of your Account Information. If the Terms are not enforceable where you are located, you may not use AssetBlock. We reserve all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.

Restrictions and Prohibited Uses

AssetBlock is used by many people, and we are proud of the trust our users place in us. We expect, in turn, that our users do not misuse our service. Except with our written permission, you may not:

  • Attempt to impersonate another person or use another person’s AssetBlock account information without express, written authorization;
  • Distribute AssetBlock for your own commercial purposes;
  • Violate or attempt to violate any of AssetBlock’s security features, including logging into a server that you are not authorized to access, or probing the vulnerability of our systems and networks;
  • Redistribute, decompile, reverse engineer, publish, or copy any portion of the AssetBlock website or services;
  • Use AssetBlock for the purpose of creating a product with a substantially similar look, feel or design;
  • Access or search AssetBlock by any means other than our publicly supported interfaces (for example, “scraping”);
  • Interfere with others’ use and enjoyment of AssetBlock;
  • Use any AssetBlock trademarks, trade names, service marks, copyrights, or logos in your own mailings, spam material, contests or surveys, or to create the impression that such items are associated with you;
  • Violate any third party’s rights, including intellectual property or privacy rights.

Engaging in prohibited uses is grounds for immediate termination of your AssetBlock account and may also subject you to civil or criminal penalties.

Canceling Your Account

While we hope you enjoy using AssetBlock, you may cancel your account at any time by contacting our customer support team or via email at contact@assetblock.com.

Security

AssetBlock maintains certain technical and administrative safeguards designed to improve the security, confidentiality and integrity of the platform. No such measures are capable of guaranteeing complete security though, and AssetBlock disclaims all implied warranties as to the security of the platform.

No Investment Advice

AssetBlock does not offer investment or financial advice. Before making any investment decisions we recommend that you seek the advice of an investment or other financial professional.

AssetBlock is not a broker-deal, agent, advisor, or securities exchange, nor is AssetBlock an issuer of securities. None of the AssetBlock Content or any of the other information found on the AssetBlock site is a recommendation, solicitation or offer to sell any securities or other financial instrument(s) by AssetBlock or its affiliates, and you should not construe it as such. You acknowledge and agree that there are risks inherent to the services and your use of AssetBlock, and further that you are not relying on AssetBlock in making any investment decisions.

For the avoidance of doubt and without limiting anything contained herein, AssetBlock makes no representations or warranties, and bears no liability, with respect to any investment(s) or security(s), or any opportunities related thereto, found on the site. You are solely responsible for all transactions taken via your AssetBlock account. AssetBlock shall not be liable for any losses or damages that may occur as a result of your use of the services.

DISCLAIMERS

YOU AGREE THAT USE OF ASSETBLOCK IS AT YOUR OWN SOLE RISK AND THAT ASSETBLOCK IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSETBLOCK AND ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ASSETBLOCK, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Some jurisdictions do not allow the disclaimers in this paragraph, so they may not apply to you.

WE STRIVE TO MAINTAIN ASSETBLOCK ON A COMMERCIALLY REASONABLE BASIS BUT CANNOT GUARANTEE THAT YOU WILL HAVE ACCESS AT ALL TIMES.

LIMITATION OF LIABILITY

IN NO EVENT SHALL ASSETBLOCK OR ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES BE LIABLE HEREUNDER FOR (I) IN THE AGGREGATE, ANY AMOUNT IN EXCESS OF THE FEES PAID BY YOU TO ASSETBLOCK FOR YOUR USE OF THE SERVICES, IF ANY; (II) LOST PROFITS, LOST DATA, OR FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE ARISING OUT OF YOUR ACCESS TO OR USE OF ASSETBLOCK; OR (III) ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. YOU UNDERSTAND THAT ASSETBLOCK WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. Some jurisdictions do not allow the limitations in this section, so they may not apply to you.

Indemnity

You will indemnify and hold us, our affiliates, officers and/or employees harmless, including by paying costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to AssetBlock, Your Content, or the violation of these Terms by you.

Agreement to Arbitrate and Waiver of Class Action Claims

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If a dispute arises, our goal is to provide you a neutral and cost-effective means to resolve it quickly. Most disputes can be resolved informally. Before filing a claim against us, you agree to try to resolve the dispute by contacting us via email at contact@assetblock.com. Before we file a claim against you, we agree to contact you at the email address associated with your AssetBlock account. If the dispute is not resolved within 30 days of notice, either you or we may bring a formal proceeding pursuant to the following procedures:

A. GENERAL. YOU AGREE THAT YOU AND ASSETBLOCK WILL RESOLVE THROUGH BINDING ARBITRATION ANY DISPUTE, CLAIM OR CONTROVERSY BETWEEN US ARISING OUT OF OR RELATING IN ANY WAY TO ASSETBLOCK OR YOUR USE THEREOF, INCLUDING THESE TERMS (collectively, “ARBITRAL CLAIMS”), with a few exceptions set forth below. The arbitrator, and not any court, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement to Arbitrate, including any claim that all or any part of this Agreement to Arbitrate is void or voidable, or whether a claim is subject to arbitration.

ARBITRATION IS DIFFERENT FROM COURT. THE RULES, INCLUDING DISCOVERY, ARE DIFFERENT AND NO JUDGE OR JURY IS PRESENT AT AN ARBITRATION. IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED. THE AWARD IS FINAL AND BINDING AND SUBJECT ONLY TO LIMITED REVIEW BY A COURT. YOU UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, YOU MAY HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

B. ARBITRATION SERVICES AND RULES. The American Arbitration Association (“AAA”) will administer the arbitration using the AAA procedures and rules in effect on the date the Arbitration is filed (“AAA Rules”). In the event the AAA Rules are inconsistent with this Agreement to Arbitrate, this Agreement will prevail. AAA is independent from us, and you may obtain copies of the current AAA Rules, and other related materials, including forms and instructions for initiating arbitration, by contacting AAA at 150 N Michigan Ave #3050, Chicago, IL 60601 or https://adr.org.

C. LOCATION OF ARBITRATION. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules, and any in-person hearing will be held in Chicago, IL, or any other location you and we mutually agree to.

D. EXCEPTIONS TO ARBITRAL CLAIMS. Either you or we may bring claims to enforce intellectual property rights, or in response to any allegations or charges of criminal activity, without first engaging in arbitration or the informal dispute resolution described in this Section.

E. CLASS ACTION WAIVER. YOU AND ASSETBLOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE WITH US THAT NEITHER YOU NOR WE WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; THAT NEITHER YOU NOR WE WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE; AND BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable or that arbitration can proceed on a class basis, then this Agreement to Arbitrate shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

F. NO RIGHT TO JURY TRIAL. YOU AND ASSETBLOCK ALSO HEREBY WAIVE THE RIGHT TO A JURY TRIAL EVEN IF THIS AGREEMENT TO ARBITRATE IS HELD NOT TO APPLY. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL IN THE EVENT THAT EITHER PARTY SELECTS ARBITRATION TO RESOLVE THE DISPUTE UNDER THIS AGREEMENT.

G. 30 DAY OPT OUT RIGHT. You have the right to opt-out and not be bound by the arbitration and the class action waiver provisions set forth herein by sending written notice of your decision to opt-out by email to contact@assetblock.com. For new users, the notice must be sent within 30 days of registering with AssetBlock, and for existing users, the notice must be sent within 30 days of the effective date of this policy. If you do not opt-out, you shall be bound to the terms in this Section. If you choose to opt-out, we will also not be bound.

General

(a) Severability and Waiver. If any part of these Terms is held invalid or unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting the intent of these Terms as closely as possible. Either party’s failure to enforce any term or condition herein is not a waiver of its right to do so later.

(b) Governing Law, Jurisdiction and Venue. Except to the extent preempted by the Federal Arbitration Act (“FAA”), these Terms are governed by Massachusetts law without regard to conflict of law provisions. Except as provided above, or to the extent preempted by the FAA, both parties further consent to the personal jurisdiction of and exclusive venue in the federal and state courts located in Boston, Massachusetts, as the legal forum for any dispute between them.

(c) Third Party Links. AssetBlock may provide links to third party websites or services as necessary to effectuate the services. We provide these links as a convenience and these third party websites or services are not under our control. Any use of such third party websites or services is at your own risk.

(d) Notice. All notices from AssetBlock to you will be provided to the email address that you provide to AssetBlock when registering your account. All notices from you to AssetBlock should be provided to contact@assetblock.com. Notice will be deemed given 24 hours after such email is sent, unless the sending party is notified that the email address is invalid.

(e) Change Policy. These Terms may be updated from time to time. If we make material changes, we will provide advance notice to you either by email, by posting a notification on the AssetBlock website or by posting updated Terms at least 30 days in advance of the effective date of the updated Terms. Please note that unless otherwise provided by applicable law, your continued use of AssetBlock following the effective date means that you agree with, and consent to be bound by, the updated Terms.

(f) Miscellaneous. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede all previous agreements relating to the subject matter of these Terms. If there is any conflict between these Terms and any additional terms, conditions, and rules posted by AssetBlock, these Terms will govern, unless expressly superseded by such other terms, conditions, or rules. Sections of these Terms which by their nature should survive any termination will indeed so survive.