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Terms of Service/User Agreement for SGC Tech X Platform Version 1.0 Effective January 27, 2023

This Terms of Service/User Agreement (the “TOS” or “Agreement”) forms a binding contract for your access to the online platform located at https://www.sgctechx.com (the “Platform” or the “Site”), your use of the Platform, any Account created by you, any software provided, any information provided to You or received from You through the Platform and any transactions or dealings with SGC in any way (collectively, with the Site, the “Services”). The Services are made available to You by SPECTRUM GAMING CAPITAL, LLC (“SGC” or “We” or “Us”). SGC is a financial advisory firm focusing on the global gaming and resort industries including Sports Betting and Esports. SGC’s securities industry activities are undertaken under the supervision of Independent Investment Bankers Corp., member FINRA and SIPC, with offices at 600 Congress Avenue, 14th Floor, Austin, TX 78701 (“IIB”) - See https://www.iibcorp.com.

Any investment banking services and securities offered through the Platform are offered through IIB. IIB was formed in 2010 and approved as a broker dealer by the SEC and FINRA in 2011 to engage in mergers and acquisitions and equity and debt financings. Spectrum Gaming Capital is not an affiliate of IIB. You agree that IIB is an express third-party beneficiary of the TOS and shall be afforded the same rights, benefits, and limitations of liability as SGC including specifically the “Binding Arbitration and Class Waiver” provisions of the TOS.


IIB is primarily a private placement banker and broker. A private placement is the sale of registered or unregistered securities to a limited number of qualified private investors, including institutional investors, accredited individuals, and entities that meet certain investor eligibility requirements. Securities purchased through private placements typically fall into the category of alternative assets – investments that often have a low correlation to public markets and offer essential diversification to portfolios dominated by traditional stocks and bonds. Private placements generally are highly illiquid, and are not subject to public disclosure obligations. All Investors should consult professional advisers, perform deep due diligence, and engage in careful deliberation before investing.


THESE TERMS OF SERVICE GOVERN YOUR USE OF THE PLATFORM AND SERVICES OFFERED THROUGH THE PLATFORM (THE “SERVICES”). THESE TERMS ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND

SERVICES RELATING TO THE PLATFORM. SOME OF THESE TERMS SURVIVE YOUR USE OF THE PLATFORM.


IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE PLATFORM AND THE RELATED SERVICES. YOUR USE OF THE PLATFORM AND THE RELATED SERVICES SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.


THESE TERMS OF SERVICE INCLUDE MANDATORY ARBITRATION AND WAIVER OF JURY TRIAL PROVISIONS WHICH REQUIRE THAT ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND SGC/IIB SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND

NOT A CLASS-WIDE OR CONSOLIDATED BASIS. SEE SECTION 18 OF THESE TERMS, BELOW.


PLEASE READ THE FOLLOWING TERMS OF SERVICE AND THE SGC PRIVACY POLICY CAREFULLY BEFORE CREATING AN ACCOUNT OR USING THE SERVICES OFFERED IN CONNECTION WITH THE PLATFORM. YOU AGREE THAT YOUR CONTINUED USE OR ACCESS OF THE SITE OR SERVICES SHALL BE SUBJECT TO THESE TERMS OF SERVICE, WHICH FURTHER INCORPORATE AND INCLUDE THE PRIVACY POLICY


  1. Changes to Terms of Service and Privacy Policy


    1. From time to time, We may modify or amend the TOS or Privacy Policy. If we do so, any such modifications or changes shall be reflected in the TOS on the Site at Terms of Service and Privacy Policy We may also notify You by email regarding any material changes to the TOS or Privacy Policy. Whether You receive or review such notifications, You agree that You will be bound by any such changes and that it shall be Your responsibility to check the Terms of Service and Privacy Policy as posted on the Site prior to accessing the Site or partaking in any Services. Your further use of the Services after any changes are posted shall constitute further consent and agreement to the Terms as changed or amended.


    2. If your use of the Services results in the execution of future agreements relating to a Transaction or engagement of SGC as an Issuer or Investor, in the event of any conflict between the TOS and subsequent Transaction or engagement-related agreements, the terms of such subsequent Transaction or engagement-related agreements shall control.


  2. Account Registration and Use

    1. Prior to gaining access to Services on the Platform, SGC will require you to set up a User ID and password (the “Password(s)”) as set forth in the account registration procedures in operation on the Platform. You agree to comply with the procedures specified by SGC from time to time regarding obtaining and updating Passwords for your User ID. You agree to assume sole responsibility for the security of Passwords issued to you. Passwords are subject to cancellation or suspension by SGC at any time, including upon the misuse of any and the re-issuance or reactivation of Passwords. You agree to ensure that you will use your best efforts to prevent any Third-Party from obtaining your Passwords, and you shall inform SGC immediately in writing of any actual or potential unauthorized access to a Password or to the Platform or Services. You alone are responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur within the Service through the use of Your registration information or Account by any person.


    2. When you register for the Service, we may ask you to give us certain identifying information. You agree to provide true, accurate, current and complete information. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from SGC for any purpose. We agree to treat the information you submit to us, in accordance with these TOS and our Privacy Policy.

    3. SGC may offer you the opportunity to personalize the Service or your online experience. While certain personalization features can provide a more convenient way to access the data and features most relevant to you, be aware that “cookies” and other similar identification techniques are used to associate you with the computer or electronic device that you are using. For more information about these techniques, see “Cookies and Tracking Technologies “ in our Privacy Policy. If you access SGC from a public location or if you otherwise share a computer or electronic device, some personalization features could reveal nonpublic personal information about you to others. You alone are responsible for deciding whether a particular personalization feature is appropriate for you and for any consequences that result from your decision.


  3. Eligibility Limited to Issuers and Qualified Investors


    1. Purpose. It is the purpose of the Platform to provide a closed, confidential and curated environment for eligible Users seeking capital investments (“Issuers”) (as defined by Section 3.4 below) to pursue dialogue with eligible Investors (as defined by Section 3.5 below) to learn of potential transactions as to which they can register a request to receive further information, examine, conduct their own due diligence, and potentially, enter agreements for transactions with Issuers.‌


    2. Applications. Users’ access to the Site and Services at all times shall be granted or denied by SGC in the sole discretion of SGC. Users shall be required to designate whether they seek access to the Services as an Issuer or Investor. Upon completion of the initial application forms, Users will be notified by SGC regarding the status of their applications and whether any further information is needed. Applicants may be required to execute certifications and/or provide necessary information and documentation as proof of income, net worth and other material qualifying factors. Investors seeking information concerning Offerings may also be required to review and accept certain non-disclosure agreements and provisions for non-circumvention of IIB’s rights to Success Fees related to the Offerings featured via the Platform


    3. No Registration. Issuer’s securities that are the subject of any Issuer presentation, term sheet or proposed transaction summary offered via the Platform (the “Offering”) shall not be registered under the Securities Act of 1933, as amended (the “Securities Act”). It is SGC’s and IIB’s express requirement that Issuer will rely on the exemption from registration under the Securities Act afforded by Rule 506(b) under Regulation D thereunder.


    4. Issuers. Users seeking to become eligible as Issuers shall be required to: 1) complete an initial application by providing information required in the Listing Application on the Platform; and 2) satisfactorily complete SGC/IIB’s Process for Vetting Potential Issuer Listings through the Platform as stated from time to time on the Platform.


    5. Investors. Offerings offered on this Platform are only available to “Investors” who may become eligible to access the Platform and Services, defined as - Users who satisfactorily complete SGC/IIB’s Process for Vetting Potential Investors who meet all of the following qualifications and agree as follows:

      1. qualify as Accredited Investors as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act");


      2. further possess the qualifications necessary to hold or open an Institutional Account as defined in FINRA Rule 4512 (C);


      3. acknowledge their capability of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and to exercise independent judgment in evaluating the recommendations of any broker – dealer or its associated persons, unless it has otherwise notified SGC/IIB in writing;


      4. shall notify SGC/IIB in the event of changed circumstances causing the qualifications listed above to be untrue or no longer applicable; and


      5. that the User is legally authorized to act on behalf of the applicable Institutional Account.


    6. The Platform’s processes for vetting both Issuers and Investors is subject to change. Please check the appropriate Sections on the Platform for current process information.


    7. You acknowledge and agree that all information you provide for the registration process is complete, accurate and not misleading, and that you have a genuine interest in participating in an Offering. You understand, acknowledge and agree that SGC and IIB are relying on your statements and that any willfully false statement made by You is sufficient cause for suspension or termination of your Account and access to the Platform, along with other potential legal causes of action by SGC, IIB or third parties.


    8. Sole Discretion of SGC. Admission to the Platform and access to the Services is not open to the general public and shall otherwise be subject to the sole discretion of SGC. You agree that you have no legal entitlement to use or access the Services and that all decisions of SGC to grant or terminate access are subject to the sole discretion of SGC, are without recourse, and are final.


    9. SGC reserves the right to terminate any User Account or access to the Site or Services at any time, for any reason, in SGC’s sole discretion. A violation of this Agreement or failure to qualify or be accepted as an Issuer or Investor may result in suspension or termination of a User’s Account.


  4. RISK DISCLOSURES


    1. IMPORTANT: All investing is risky, and no investor should decide to commit funds without first consulting with a competent professional adviser. Some or all invested funds can be lost. The past performance of any investment, investment strategy or investment style is not indicative of future performance. Future results may vary, and are not guaranteed. The value of investments and their income may increase or decrease, and a loss of principal – including all principal – may occur.

    2. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE PERFORMANCE. NEITHER SGC NOR IIB SHALL BE CONSIDERED AN “EXPERT” UNDER THE SECURITIES ACT OF 1933. NEITHER SGC NOR ANY OF ITS CONTENT PROVIDERS WARRANT THAT THE SERVICE OR ANY PORTION OF IT COMPLIES WITH THE REQUIREMENTS OF THE FINRA OR ANY SIMILAR ORGANIZATION OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.


    3. As part of the Services, Issuer presentations, term sheets and summary descriptions of Offerings (“Transaction Summaries”) may be delivered to potential Investors to assist them in their review of Issuers’ Offerings. Transaction Summaries do not purport to contain all the information that may be required to evaluate all the factors that would be relevant to a recipient considering entering any transaction and any recipient Investor should conduct its own independent investigation and analysis.


    4. Without the prior written consent of the Issuer, Transaction Summaries may not be distributed, reproduced or used for any purpose other than the evaluation of the Offering by the Investor and such Transaction Summaries are otherwise subject to the Confidentiality provisions of the TOS and other non-disclosure agreement into which an Investor may enter. Transaction Summaries may include assessment, whether written or oral, by SGC/IIB or by Issuer’s management of Issuer’s future plans and operations, and therefore contains forward-looking statements based on Issuer’s management’s beliefs, assumptions and expectations of future performance, considering information currently available.


    5. By their nature, such forward-looking statements are subject to numerous risks and uncertainties, much of which are beyond Issuer’s control, including general economic conditions, industry conditions, competition from other industry participants, and the need for qualified personnel and management. Issuer, SGC and IIB disclaims any intention or obligations to revise forward-looking statements whether as a result of new information, future developments or otherwise. All forward-looking statements in Transaction Summaries are expressly qualified in their entirety by this cautionary statement.


    6. No information contained in the Transaction Summaries, or any other communication transmitted or made available to an Investor is or shall be relied upon as a promise or representation. Further, none of Issuer, SGC, IIB or any of their respective officers, directors, agents or employees make any representation of warranty, express or implied, as to the accuracy or completeness of the information contained herein and none of such parties shall have any liability for such information.


    7. None of SGC or IIB or any of their respective affiliates, officers, directors, agents or employees shall in any way be deemed an “issuer” or “underwriter” of securities that may be offered or sold.


    8. None of SGC, IIB or their respective affiliates, officers, directors, agents and employees have assumed and shall not assume any liability or responsibility for any financial statements or other financial info contained in any Transaction Summaries.

    9. All communications, expression of interest and requests for further information by an Investor about a transaction described in a Summary shall be made directly to SGC.


  5. Additional Documentations


    1. Please view our Additional Risk Disclosures and Business Continuity Plan. Please also review our “Broker-Check” Form .


  6. SCOPE OF THE TERMS OF SERVICE


    1. SGC operates the Platform and the Services, either alone or in conjunction with its affiliates, agents, partners and principals, including IIB. This Agreement applies to all Services regardless of the means by which you access the Platform or Services. Services may be offered on the SGCtechX.com domain https://www.sgctechx.com as well as on other Internet domains operated by Our agents or partners.


    2. No General Solicitation. Compliance by Issuer with Rule 506(b) requires that no “general solicitation,” within the meaning of Regulation D, may occur. Accordingly, Issuer cannot, consistent with Rule 506(b), file any Securities Act registration statement with the Securities and Exchange Commission (the “SEC”) during times relevant to an Offering. Neither SGC nor IIB shall be required to market the Offering other than by including the Offering on the Platform. SGC and IIB’s obligation in this regard is limited to the purpose of including the Offering on the Platform. Neither Issuer nor Investors shall publicize or disclose outside the Platform that Issuer is seeking to raise funds via the Platform, nor shall Issuers or

      Investors generally solicit or otherwise direct potential investors to the Platform by any “general solicitation” within the meaning of Regulation D under the Securities Act.


    3. In addition, SGC Services may be available through other computer, telephonic, email or wireless services or systems and other computer, telephonic or wireless service or information system SGC makes available to you, including successors to the systems described above. We may also ask you to follow additional rules, guidelines or other conditions that govern the use of a particular SGC Service at the time you register for or use that SGC Service. The TOS incorporates by reference any rules or terms of the Service for which you register.


  7. NOTICES, COMMUNICATIONS, AND ELECTRONIC SIGNATURE


    1. You agree to accept all communications from us regarding use of the SGC Services at the addresses you provide in connection with your Account. Please promptly update any changes to your registration information. SGC is entitled to rely on the email address and mailing address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your email or U.S. mail address. From time-to-time we would like to send you information about SGC products and services. If you register for the Service, you are granting SGC permission to communicate with you by email. You can opt not to receive such information from us in the future by following the instructions in any email that we send to you.


    2. You agree to be bound by any affirmation, assent or agreement you transmit through the SGC Services you access by computer or other electronic device, including internet,

      telephonic and wireless devices, including but not limited to any consent you give to receive communications from us solely through electronic transmission. You agree that, when in the future you click on an “I agree,” “I consent” or other similarly worded “button” or entry field with your mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.


    3. Public Announcements. Notwithstanding any of the foregoing, upon the consummation of any Financial Transaction or M&A Transaction resulting from an Offering on the Platform, IIB and SGC may, at its own expense, place announcements on its corporate website and in financial and other newspaper and periodicals (such as a customary “tombstone” advertisement, including the Issuer and Investor’s name or logo or other identifying marks) describing its Services in connection therewith, and Issuer and Investor grant SGC and IIB a nonexclusive, non-transferable, royalty-free, worldwide license to use Issuer and Investor’s logos, trademarks, or other intellectual property for such purposes.


  8. CODE OF CONDUCT FOR USE OF THE PLATFORM


    1. The following requirements apply to your use of all Services:


      • You will not use any electronic communication feature of the Service for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful.

      • You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.

      • You will not collect or store personal data about other users.

      • You will not use the Service for any commercial purpose not expressly approved by SGC in writing. You will not upload, post, email or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.

      • You will not upload, post, email or otherwise transmit any material that contains viruses or any other computer code, files or programs which might interrupt, limit or interfere with the functionality of any computer software or hardware or telecommunications equipment.

      • With the exception of applications commonly known as Web Browser software, or other applications formally promoted, endorsed or approved by SGC in writing, you agree not to use any software, program, application or any other device to access or log on to the Service, including SGC’s computer systems, Web site or proprietary software or to automate the process of obtaining, downloading, transferring or transmitting any Market Information or any other content to or from the Service, including SGC’s computer systems, the Site or proprietary software.

  9. USE OF THIRD-PARTY SERVICE PROVIDERS


    1. SGC may use third-party service providers to assist in providing certain SGC Services with or without notice to you (each, a “Third-Party Service Provider”). SGC may also change Third-Party Service Providers or may itself provide the Service without the assistance of such third-party. You consent and authorize SGC to delegate the authorizations you provide to SGC to its Third-Party Service Provider(s) as SGC deems necessary or desirable to provide the applicable SGC Service to you. You agree that the terms and conditions of the TOS, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third-Party Service Providers and such Third-Party Service Providers are deemed to be third-party beneficiaries of the TOS, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. You also agree that all references to “SGC” within the TOS and any incorporated terms are also deemed to include, where applicable, SGC’s agents, such as the Third-Party Service Providers.


    2. To protect the privacy and security of your personal information, Third-Party Service Providers will only be authorized to use or maintain your personal information only in accordance with SGC’s privacy policy.


    3. Third-Party Web Sites, Links, and Information. The Service may contain information, products, and services provided by third parties and links (including advertisements) to Web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this Service. SGC does not control this information or these products, services, or Web sites. You may be required to create an account or agree to terms of use or agreement with such Third-Party, which agreement and decision to enter shall solely be your responsibility and subject to your sole discretion. SGC does not make any representations or warranties, express or implied, regarding this information or these products, services, or Web sites and shall not be liable for any information or services received from them. Inclusion of any of the foregoing in conjunction with the Service does not constitute or imply an endorsement, authorization, sponsorship, recommendation or affiliation by or with SGC with respect to any third-party, any third-party’s Web site or its content, or any information, products, or services provided by a third-party.


  10. HYPERLINKS.


    1. SGC may make available links from the Service to other, third-party sites or electronic services providers that are not affiliated with SGC. SGC does not control these other sites or services, and SGC makes no representations or endorsements whatsoever concerning those sites or services. The fact that SGC has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are risks in using any information, software, service or product found on the Internet, and SGC cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold SGC liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites

  11. SECURITY OF DATA TRANSMISSIONS AND STORAGE


    1. Electronic (including wired and wireless) communications through the SGC Services may not be encrypted. You acknowledge that there is a risk that data, including email, electronic and wireless communications and personal data, may be accessed by unauthorized third parties when communicated between you and SGC or between you and other parties.


    2. MONITORING BY SGC. SGC, its affiliates and agents are entitled, but not obligated, to review or retain your Communications. We and our Third-Party Service Providers may monitor your Communications to evaluate the quality of service you receive, your compliance with the TOS, the security of the SGC Services, or for other reasons. You agree that these monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which SGC or its Third-Party Service Providers monitor your Communications and enforce or fail to enforce the Rules and Guidelines of the Service and the terms of the TOS. In no event will SGC or its Third-Party Service Providers be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of any monitoring activities.


  12. MARKET INFORMATION.


    1. We may make available to you through one or more SGC Services a broad range of financial information that we obtain from Third-Party Service Providers. This includes financial market data, quotes, news, analyst opinions, and research reports. Collectively, we refer to this as “Market Information.” SGC does not endorse or approve Market Information, and we make it available to you only as a service and convenience. SGC and our Third-Party Service Providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of Market Information, or (2) warrant any results from your use or reliance on Market Information. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither SGC nor the Third-Party Service Providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither SGC nor the Third-Party Service Providers will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You will not redistribute or facilitate the redistribution of Market Information, nor will you provide access to Market Information to anyone who is not authorized by SGC to receive Market Information. If you are a securities broker, dealer, banker, or investment advisor, you agree not to use Market Information provided by SGC for any purpose related to your business.


    2. SGC and/or its employees or directors as well as its affiliates, consultants and Third-Party Service Providers may have clients with positions in securities or companies referenced in Market Information and may, as principal or agent, buy from or sell to customers. From time to time, SGC may perform investment banking or other services for, or solicit such services from, companies mentioned in Market Information. From time to time, SGC or a Third-Party Service Providers may be unable to provide Market Information with respect to certain companies with which SGC or the Third-Party Service Provider or their affiliates have certain business relationships

  13. MODIFICATIONS, SUSPENSIONS AND TERMINATIONS OF SGC SERVICES


    SGC reserves the right to modify or discontinue temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SGC will not be liable to you or to any third-party for any modification, suspension or discontinuance of the Service. The license granted under the TOS will terminate if SGC believes that any information provided by you, including your email address, is no longer current or accurate, or if you fail to otherwise comply with any term or condition of the TOS.


  14. Limited Revocable License.


    1. Subject to Your agreement and continuing compliance with these Terms, we grant You a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, license to access and use the Service, solely for Your activities in connection with this Agreement, and no other reason. Other than a limited, personal, revocable, non-transferable, non-sublicensable license to use the Services, You have no right or title in or to any content appearing or originating with the Services, or any other attributes associated with use of the Services or stored within the Services. You acknowledge and agree that Your license to use the Service is limited by these Terms and if You do not agree to, or act in contravention of, these Terms, Your license to use the Service may be immediately terminated.


    2. The transfer or sale of the Services by You to any other person is strictly prohibited. Nor may You sell or assign Your User Account to any other person under any circumstances. Any attempt to do so is in violation of these Terms, will result in in closure and forfeiture of the User Account.


    3. These Terms do not grant You any right, title or interest in the Service. This Service is licensed, not sold, to You. You agree that we and our licensors own all rights, title and interest in and to the Service, including all intellectual property rights, and that we retain ownership of the Service even after any installation or downloads by You.


    4. You agree not to delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings which may appear on the Service.


    5. Except as identified and specified in these Terms, You agree not to:


      1. sell, rent, distribute, transfer, license, sub-license, lend or otherwise assign any rights of any part of the Service to any third-party;


      2. copy, modify, create derivative works of the Service (including but not limited to any software that forms part of the Service), including, without limitation, making adaptations or modifications to the Service;


      3. reproduce the Service or any part in any form or by any means;


      4. disassemble, decompile, reverse engineer, or attempt to derive the source code of the Service, in whole or in part, or permit or authorize a third-party to do so, except to the extent such activities are expressly permitted by law;

      5. make the Service available to multiple users by any means, including by uploading the Service to a file-sharing service or other type of hosting service or by otherwise making the Service available over a network where it could be used by multiple devices at the same time;


      6. scrape, build databases or otherwise create permanent copies of any content derived from the Service; or


      7. use the Service in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party.


  15. Ownership of Intellectual Property.


    1. These Terms confer only the right to use the Service and they do not convey any rights of ownership in or to the Service.


    2. All rights, title and interest, including without limitation any trademark, copyright, patent, trade secret or other intellectual property right in the Service will remain our sole property or, where licensed from a third-party, their sole property.


    3. Your use of the Services will not convey any ownership rights in the intellectual property to You. The titles, source and object codes, software, the “look and feel” of the Site, sounds, musical compositions, audio-visual effects, concepts and methods of operation, layout, text, data, User Accounts, themes, objects, characters and character likenesses, character names and character profile information, stories, dialogue, catch phrases, locations, artwork, animations files, images, graphics, documentation, and moral rights, whether registered or not, and all applications related to the above will remain vested in SGC, or, where licensed by SGC, shall remained vested in such licensor.


    4. Nothing in this Agreement or on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to any trademarks without SGC’s express written permission. Your use of trademarks is expressly prohibited unless otherwise specified in this Agreement or in a writing executed by an authorized officer of Licensor.


    5. Reserved Rights. The Agreement does not constitute a sale and does not convey to Licensee any rights of ownership in or related to the Service or any technology or software related to the Service. All rights not expressly granted by Licensor to Licensee are reserved by Licensor.


    6. TRADEMARKS AND COPYRIGHTS


      1. The SGC Services are owned by SGC or its affiliates or agents and are protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to SGC or its affiliates, licensors or agents (including the Third-Party Service Providers). Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, and may not be affiliated with SGC. Nothing contained in the SGC Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the

        SGC Services without the written permission of SGC or such third-party that may own the trademarks displayed on the SGC Services. Your use of the trademarks displayed on the SGC Services, or any other content in the SGC Services, except as provided herein, is strictly prohibited.


      2. Images displayed through the SGC Services are either the property of, or used with permission by, SGC. You are prohibited from using or authorizing the use of these images unless specifically permitted under the TOS. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.


      3. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, SGC has designated an agent to receive notifications of claimed infringement - DEALS@SGCXtechX.com.


  16. DISCLAIMERS OF WARRANTIES


    ALTHOUGH SGC TRIES TO PROVIDE ACCURATE AND TIMELY INFORMATION THROUGH ITS SGC SERVICES, THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS. SGC RESERVES THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. THE INFORMATION PROVIDED THROUGH THE SGC SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE.” SGC DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE SGC SERVICES. SGC PROVIDES NO GUARANTEE AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. SGC EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION CONTAINED IN THE SGC SERVICES. SGC MAY CHANGE INFORMATION CONTAINED IN THE SGC SERVICES AT ANY TIME AND MAKES NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED IN THE SGC SERVICES. YOU ASSUME THE ENTIRE RISK AS TO THE USE OF THE SGC SERVICES.


    FURTHER, SGC MAKES NO WARRANTIES REGARDING THE SGC SERVICES. SGC AND ITS AFFILIATES AND AGENTS (INCLUDING THIRD-PARTY SERVICE PROVIDERS) DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


    ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SGC SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SGC OR THROUGH OR FROM THE SGC SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN

    THESE TERMS. SGC MAKES NO REPRESENTATIONS OR WARRANTIES WITH

    RESPECT TO THE PLATFORM’S UP TIME NOR THE USABILITY OR ACCESSIBILITY OF THE PLATFORM BY USERS, INVESTORS, ISSUERS OR VISITORS OF THE PLATFORM.


    SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE ABOVE LIMITATIONS SHALL APPLY EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN WHICH CASE THIS SECTION SHALL OTHERWISE BE SEVERABLE AND ALL OTHER DISCLAIMERS SHALL CONTINUE TO APPLY.


  17. LIMITATION OF LIABILITY


    IN NO EVENT SHALL ANY PARTY, INCLUDING SGC/IIB OR ITS THIRD-PARTY SERVICE PROVIDERS, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES BASED UPON LOSS OF ANTICIPATED PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS, LOSS OF GOODWILL OR LOST SAVINGS), CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE, IRRESPECTIVE OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, ARISING OUT OF OR RELATING TO: THIS AGREEMENT, THE PLATFORM OR ANY SERVICES; ANY ACTS OR FAILURE TO ACT UNDER THIS AGREEMENT; TECHNICAL ERRORS, ACCIDENTAL ERRORS, INACCURACY OF CONTENT OR DATA; INABILITY TO ACCESS THE PLATFORM; THE RESULTS OF YOUR USE OF THE PLATFORM AND/OR THE SERVICES OR CONTENT ON THE PLATFORM, OR ANY EXTERNAL WEBSITES LINKED TO THE PLATFORM.


    SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND ALL REMAINING PROVISIONS BE SEVERABLE.

  18. Arbitration Agreement and Waiver of Class or Collective Action


    PLEASE READ THESE “BINDING ARBITRATION” AND “CLASS WAIVER” PROVISIONS CAREFULLY, BECAUSE THEY REQUIRE YOU TO ARBITRATE ALL DISPUTES WITH SGC AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS PROVISION APPLIES TO ANY CLAIMS YOU MAY RAISE IN THE FUTURE.


    THESE PROVISIONS GENERALLY PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST SGC OR IIB. THEY ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY PAST, PENDING, OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST SGC BY SOMEONE ELSE. ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. IIB MAY ENFORCE THE “BINDING ARBITRATION” AND “CLASS WAIVER” PROVISIONS IN THIS AGREEMENT AS A THIRD-PARTY BENEFICIARY OF THE TERMS OF SERVICE AND IIB’S RIGHTS SHALL BE CO-EXTENSIVE WITH THOSE OF SGC.


    1. Binding Arbitration Agreement. Any controversy or claim arising out of or relating to the TOS, the Services, the Platform, an Offering, or otherwise with respect to an act or omission of the parties related to the same or Your relationship with SGC or IIB, their parent company, subsidiaries, affiliates, officers, directors, employees, agents or service providers

      (“Related Third Parties”), including any controversy over the arbitrability of a dispute, will be settled by binding arbitration. All such disputes and claims, including the extent to which any claims are subject to arbitration shall be submitted to binding and non-appealable arbitration in a venue located in New York, New York, in accordance with the Commercial Rules in existence at the time of the American Arbitration Association (“AAA”). You acknowledge that the arbitrator(s), and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute subject to this Arbitration Agreement, including but not limited to any claim that all or any part of the TOS or other agreement are void or voidable, and the arbitrator shall have the exclusive authority to interpret the scope, existence or validity of this provision and the arbitrability of any controversy, claim or dispute. This arbitration agreement will be binding upon and inure to the benefit of the parties hereto and their respective representatives, attorneys-in-fact, heirs, successors, assigns and any other persons having or claiming to have a legal or beneficial interest in the Account, including court-appointed trustees and receivers. This arbitration agreement will also inure to the benefit of third-party service providers that assist SGC or IIB in providing services (“Third-Party Service Providers”) and such Third-Party Service Providers are deemed to be third-party beneficiaries of this arbitration agreement.

      Exclusive Process.


    2. Notwithstanding the foregoing, any action by either party to obtain specific performance of any provision of this Agreement by the other party may be brought in any appropriate judicial forum.


    3. Mediation Prior to Arbitration. Prior to filing an arbitration, the Parties hereby agree that they will attempt to resolve their differences first by submitting the matter for

      resolution to a mediator, acceptable to all Parties, and whose expenses will be borne equally by all Parties. The mediation will be held in the County of New York, State of New York, on an expedited basis. If the Parties cannot successfully resolve their differences within sixty (60) days of notice of a dispute through mediation, the matter will be resolved by Arbitration before the AAA.


    4. Exceptions to Mediation and Arbitration. You and SGC agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any disputes seeking to enforce or protect, or concerning the validity of, any of your or SGC`s intellectual property rights, including unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents; (2) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief or specific performance. You acknowledge that the rights possessed by SGC which allow it operation of the Platform are of a unique and irreplaceable nature, the loss of which shall irreparably harm SGC and which cannot be replaced by monetary damages alone. Nothing in these Terms shall prevent SGC from seeking injunctive or equitable relief (without the obligations of posting any bond or surety) with respect to these Terms, in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).


    5. This arbitration agreement will apply even if Your application to open an Account or become an Issuer or Investor is denied and will survive the closure of any Account and/or the termination of services rendered under this Account Agreement.


    6. Any award the arbitrator makes shall be final and binding, and judgment on it may be entered in any court having jurisdiction.


    7. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, fees or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award.


    8. Statute of Limitations. You and SGC/IIB agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to use of the Services, these Terms, the Platform, the Services, an Offering or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.


    9. Severability. The parties acknowledge that the agreement in this Section to arbitrate any disputes on an individual and case-by-case basis is a separate agreement for purposes of the Federal Arbitration Act in addition to the Terms. The alleged invalidity of the TOS shall have no effect upon the validity of the mutual agreement to arbitrate any Disputes under this Section. In addition, if any portion or provision of this Section 18 is determined to be inapplicable or invalid, then such provision(s) shall 1) be saved or blue-penciled to the greatest extent possible in order to give effect to the intent of the parties and 2) otherwise be deemed severable from the remainder of the agreement to arbitrate such that the agreement and the remainder shall still be given full force and effect.

    10. No Class Action. YOU AND SGC AGREE THAT EACH MAY BRING CLAIMS ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE

      PROCEEDING. Neither You nor SGC may assert any claim that belongs to or represents any loss or damage alleged to have been suffered by another person or which could have been raised by any other person. Further, unless both you and SGC agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. By accepting this agreement, you give up your right to participate in any past, pending or future class action or any other consolidated or representative proceeding, including any claims existing as of the date of you agreed to these TOS.


    11. Whether to agree to arbitration is an important decision. It is your decision to make and you are not required to rely solely on the information provided in these Terms of Service. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.


  19. Miscellaneous.


    1. Assignment. Neither party may assign its specific rights and/or obligations under this Agreement in any way without the prior written consent of the other party; provided however, that consent shall not be required for an assignment resulting from a merger in which the assignor is not the surviving entity, or a sale of all or substantially all of a party’s assets. Without limiting the foregoing, this Agreement shall be binding upon and inure to the benefit of each party’s respective successors and/or assignees.


    2. Waiver. Any failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the Parties nor trade practice shall act to modify any provision of this Agreement.


    3. Severability. If any provision hereof shall be held to be invalid or unenforceable, then such provision shall be reformed to the extent necessary to make such provision valid and enforceable when so applied, and the remaining provisions in this Agreement will continue in full force and effect.


    4. Entire Agreement; Amendment; Order of Precedence. This Agreement constitutes the sole and entire agreement as to the subject matter contained herein and supersedes any previous agreements, understandings, promises, representations, or descriptions regarding such subject matter.


    5. Force Majeure. Licensor may, by written notice to Licensee, suspend its performance of any obligation under this Agreement without liability to the extent that there has been a circumstance beyond Licensor’s reasonable control that delays, prevents, restricts, limits or renders commercially infeasible such performance, including without limitation, acts of God, shortages of supplies, pandemic or endemic, labor or materials, strikes and other labor disputes, storms, floods, acts of war or terrorism, failure of third-party hardware, software, services or networks, failure of service providers, utility blackouts or brownouts, failure of

      telecommunications or the internet, pandemics and actions by a governmental authority (such as changes in government codes, ordinances, laws, rules, regulations, or restrictions) (a “Force Majeure Event”).


    6. Special Remedies. The Parties acknowledge that a breach of Sections 14 or 15 of the TOS or the infringement by one party of the other party’s intellectual property may cause irreparable injury that cannot adequately be compensated for in damages by an action at law. The Parties agree, therefore, that if one party breaches or threatens to breach Sections 14 or 15 of the TOS, or infringes or threatens to infringe the other party’s intellectual property, the other party may seek an injunction subject to Section 19 restraining the breaching or infringing party and its successors or assigns from such actual or threatened breach or infringement and shall not be required to post a bond.


    7. Survival. Upon any termination or expiration of this Agreement, the provisions hereof that are intended to continue and survive shall so continue and survive, including but not limited to Sections 1.2, 3.3, 3.8, 3.9, 4.4, 6.2, 7.1, 7.3, 9.1, 14.2, 14.5, 15, 16, 17, 18, 19.1, 19.3,

      19.4, 19.6, 19.7, 19.8, 19.9, 19.10, and 20.


    8. Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of receipt, if emailed to the email designated by User as associated with an Account, if hand-delivered or sent by documented overnight delivery, or three (3) days after mailing if mailed by first class mail, registered or certified, postage prepaid, and addressed to the Parties at the such addresses as the Parties may identify in the course of performance of this Agreement.


    9. GOVERNING LAW. The parties agree that this Agreement and related Services are governed by and shall be construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of law. This is the case regardless of whether you reside or transact business with SGC/IIB in New York or elsewhere.


    10. Exclusive Venue and Jurisdiction. The State and Federal courts located in New York County, NY shall have non-exclusive jurisdiction with respect to any non-arbitrable claims arising out of or under this Agreement, and the parties hereto irrevocably consent to the nonexclusive jurisdiction of said courts.


  20. CONSENT TO ELECTRONIC SIGNATURE AND DISCLOSURE


THIS E DISCLOSURE AND CONSENT IS PROVIDED IN COMPLIANCE WITH THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, 15 USC §7001, ET SEQ. (“E SIGN ACT”) AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT, AS ADOPTED BY THE VARIOUS STATES. BY USING THIS SITE, VISITORS AND USERS THEREBY AGREE TO THESE TERMS IN THEIR ENTIRETY, WHICH MAY BE AMENDED FROM TIME TO TIME. RELEVANT AGREEMENTS GOVERNING SPECIFIC TRANSACTIONS AND ACTIVITIES ON THE SITE ARE TYPICALLY AGREED TO VIA ELECTRONIC SIGNATURES, EVIDENCED BY THE RELEVANT PARTIES SELECTING THE “ACCEPT” OR “AGREE” BUTTON OR CONFIRMING VIA OTHER FORMS OF

ELECTRONIC COMMUNICATION (“ELECTRONIC SIGNATURE”). YOU AGREE YOUR ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF YOUR MANUAL/HANDWRITTEN SIGNATURE. BY SELECTING “I ACCEPT” USING ANY DEVICE, MEANS OR ACTION, YOU CONSENT TO THE LEGALLY BINDING TERMS AND CONDITIONS OF THE RELEVANT AGREEMENT. YOU ALSO AGREE THAT NO CERTIFICATION AUTHORITY OR OTHER THIRD-PARTY VERIFICATION IS NECESSARY TO VALIDATE YOUR E-SIGNATURE, AND THAT THE LACK OF SUCH CERTIFICATION OR THIRD-PARTY VERIFICATION WILL NOT IN ANY WAY AFFECT THE ENFORCEABILITY OF YOUR E-SIGNATURE OR THE RELEVANT AGREEMENT. YOU HAVE THE RIGHT TO WITHDRAW YOUR CONSENT AT ANY TIME. TO WITHDRAW CONSENT, YOU MAY SEND A WRITTEN REQUEST BY E-MAILING DEALS@SGCXtechX.com. IF CONSENT IS WITHDRAWN, SGC RESERVES THE RIGHT TO DISCONTINUE YOUR ACCESS TO THE SITE, TERMINATE ANY AND ALL AGREEMENTS WITH YOU OR OTHER PARTIES HOSTED ON THE SITE.


The TOS, other online agreements which we may enter with You or require from You, and the Site include important disclosures and regulatory information that are associated with the Services. From time to time, SGC may ask you to review other important disclosures or agreements about the Service. This Consent shall apply to all such future disclosures and agreements delivered through the Site or otherwise related to the Services.