Mainshares Platform Agreement

Mainshares LLC (“Mainshares,” “us,” or “we”) is pleased to provide you with this platform agreement (collectively, with the appendices, schedules, exhibits, and other agreements attached hereto, the “Mainshares Platform Agreement”) to confirm your use of the Mainshares platform and use of the services offered by Mainshares (collectively, the “Program”) by you, the User (“User,” or “you”).

By signing this Mainshares Platform Agreement, you are not required to participate in a private placement. This Mainshares Platform Agreement governs your use of the Services provided by Mainshares on our Platform (defined below), and can be terminated at any time by either party effective on written notice given to the other party.

1. Services

a. Mainshares hereby grants Entrepreneur a non-exclusive, non-transferable right to access and use the services provided on the Mainshares platform (the “Platform”) during the Term (as defined below) in accordance with the terms and conditions of this Mainshares Platform Agreement (collectively, the “Services”).

b. Service Designees. Mainshares may perform the Services to be provided by it hereunder through its own officers, employees, and agents, or through one or more affiliates or third parties designated by it (each a “Service Provider”). Any reference in this Mainshares Platform Agreement to the performance of Services by Mainshares permits performance of such Services by Service Providers, unless otherwise indicated.

c. Legal Prohibitions. No Services shall be provided by Mainshares pursuant to this Mainshares Platform Agreement to the extent that the provision of such Services would violate any provision or law or of any agreement binding on Mainshares.

d. Cooperation of User. User shall cooperate diligently with Mainshares by, among other things, promptly providing all information reasonably deemed necessary by Mainshares for the performance of the Services for User. Should User’s failure to supply such information render performance of any Services for User unreasonably difficult, Mainshares may provide abridged Services or refuse to perform Services, in each case, until such information is provided. We are not responsible for any delays in providing the Services caused by you.

e. Non-exclusivity of Services. Nothing in this Mainshares Platform Agreement shall prevent or prohibit Mainshares from providing any Services to its own businesses or to any other individual or entity, or prevent or prohibit User from obtaining any services, including any Services contemplated hereunder, from third-party providers; provided, however, that the provision of such services by a third-party shall not relieve User of its obligations under this Mainshares Platform Agreement. The parties acknowledge that this Mainshares Platform Agreement may not cover all services or support that User may from time to time require.

2. Term; Termination

a. Term

i. The term of this Mainshares Platform Agreement shall commence on the date on which you execute this Mainshares Platform Agreement (the “Effective Date”), and shall continue for a period of one (1) year unless earlier terminated pursuant to this Section 2 (the “Initial Term”). Thereafter, this Mainshares Platform Agreement shall automatically renew for successive renewal terms of one (1) year each (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party provides written notice of termination to the other party at least 30 days before the end of the then-current Term.

b. Termination

i. Notwithstanding anything to the contrary contained herein, this Mainshares Platform Agreement may be terminated, in whole or in part, at any time by Mainshares, with or without cause upon at least ten (10) days prior written notice to you.

ii. Either party may terminate this Mainshares Platform Agreement upon or after the material breach of any material provision of this Mainshares Platform Agreement by the other party if the other party has not cured such breach within fifteen (15) calendar days after receipt of written notice thereof by the non-breaching party.

c. Effect of Termination. Upon termination, this Mainshares Platform Agreement shall become null and void and of no further force or effect. Notwithstanding anything in this Mainshares Platform Agreement to the contrary, the provisions of Sections 3, 4, 5 and 6 shall survive the termination of this Mainshares Platform Agreement.

3. Indemnification; Limitation of Liability

a. Indemnification. User shall indemnify and hold Mainshares and its directors, managers, members, stockholders, officers, employees, controlling persons, and other representatives (the “Indemnified Parties”), harmless from and against all claims, losses, damages or expenses of whatever form or nature, including reasonable attorneys’ fees and other costs of legal defense (collectively “Damages”), whether direct or indirect, that they, or any of them, may suffer, sustain or incur or become subject to, resulting from or arising out of (i) any of the Services rendered or to be rendered by or on behalf of Mainshares to User pursuant to this Mainshares Platform Agreement, (ii) the transactions contemplated by this Mainshares Platform Agreement, (iii) Mainshares’ actions, inactions or omissions in connection with any such Services performed for User or (iv) a breach of this Mainshares Platform Agreement by User, including, without limitation, any covenant contained herein, except to the extent such Damages result from or arise out of the fraud, willful misconduct or gross negligence of Mainshares.

b. Limitation of Liability. Mainshares shall not have any liability for the operations of any User’s business or for Mainshares’ performance of the Services for User, except to the extent that it results from fraud, willful misconduct or gross negligence on Mainshares’ part as finally determined by a non-appealable order from a court of competent jurisdiction. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MAINSHARES PLATFORM AGREEMENT, IN NO EVENT SHALL MAINSHARES BE LIABLE (I) FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS OR LOSS OF ANTICIPATED SAVINGS,, OR (II) FOR ANY AMOUNT IN EXCESS OF THE LESSER OF (A) $100 OR (B) THE AGGREGATE SERVICE FEES PAID BY CLIENT UNDER THIS MAINSHARES PLATFORM AGREEMENT, DURING THE 12 MONTH-PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (EXCLUDING ANY SERVICE FEES RELATED TO PAYROLL OR OTHER COMPENSATION ACTUALLY PAID TO SERVICE PROVIDER’S EMPLOYEES). THIS SECTION 3 REPRESENTS AN AGREED UPON ALLOCATION OF RISK BETWEEN USER, ON THE ONE HAND, AND MAINSHARES, ON THE OTHER HAND. WITHOUT THIS ALLOCATION OF RISK, NEITHER PARTY WOULD HAVE ENTERED INTO THIS MAINSHARES PLATFORM AGREEMENT.

4. Confidentiality

Each party shall, and shall cause each of its officers, directors, agents, employees and representatives to, hold all information and documents relating to the business of any other party disclosed to it by reason of this Mainshares Platform Agreement confidential, and will not disclose any of such information or documents to any individual or entity without the prior written consent of the disclosing party unless legally required or compelled to disclose such information or documents; provided, however, that to the extent that any of them may become so legally required or compelled, they may only disclose such information or documents if they shall first have used reasonable efforts to, and, if practicable, shall have afforded the affected party the opportunity to, obtain (at the affected party’s cost and expense) an appropriate protective order or other satisfactory assurance of confidential treatment for the information required or compelled to be so disclosed. This obligation of confidentiality shall not apply to information that is in or hereafter enters the public domain through no fault of the receiving party or is obtained by the receiving party from a third party having the legal right to use and disclose the same. Notwithstanding the foregoing, nothing herein shall prevent Mainshares from disclosing any such information (a.) to Mainshares’ employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Services or any other services provided by Mainshares to User, or (b.) in connection with any suit, action or proceeding for the purpose of Mainshares’ defending itself, reducing its liability or protecting or exercising any of its rights, remedies or interests.

5. Waiver of Jury Trial

Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to this Mainshares Platform Agreement, including any exhibits, schedules, and appendices attached to this Mainshares Platform Agreement, or the transactions contemplated hereby. Each party certifies and acknowledges that (a) no representative of the other party has represented, expressly or otherwise, that the other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) it has considered the implications of this waiver, ( c) it makes this waiver knowingly and voluntarily, and (d) it has decided to enter into this Mainshares Platform Agreement in consideration of, among other things, the mutual waivers and certifications in this section.

6. Miscellaneous

a. Independent Contractor Status. The relationship among Mainshares and User established under this Mainshares Platform Agreement is that of an independent contractor, and nothing in this Mainshares Platform Agreement shall be deemed to make Mainshares an agent of User or to create a partnership or joint venture among the parties for any purpose whatsoever. The employees of Mainshares shall not be considered employees of any User for any purpose and Mainshares shall remain solely responsible for all liabilities, costs, expenses, and other obligations related to its employees, including but not limited to the payment of salary and wages, any termination and severance costs and any payroll or employment-related or similar taxes, assessments or charges.

b. Entire Mainshares Platform Agreement; Modification; Waiver. This Mainshares Platform Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. There are no warranties, representations, or other agreements between the parties hereto in connection with the subject matter hereof except as specifically set forth herein. No supplement, modification, amendment, or waiver of this Mainshares Platform Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Mainshares Platform Agreement shall be deemed to or shall constitute a waiver of any other provisions of this Mainshares Platform Agreement (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

c. Assignment. This Mainshares Platform Agreement will be binding on, enforceable against and inure to the benefit of, you and us and your and our respective successors and permitted assigns, and nothing herein is intended to confer any right, remedy, or benefit on any other person. You shall not assign your rights or delegate obligations under this Mainshares Platform Agreement without Mainshares’ prior written consent.

d. Force Majeure. Neither Mainshares nor any of its officers, directors, managers, equity holders, employees, subcontractors, agents, and representatives shall be liable to User for any delay or default in the provision or performance of any Services by it hereunder if such delay or default is occasioned by any cause of any kind or extent beyond its control, including any act of God, any act, regulation or law of any government, war, civil commotion, destruction of production facilities or materials by fire, earthquake, or storm, labor disturbance, epidemic, pandemic, breakdown or failure of equipment, or failure of suppliers, public utilities or common carriers or any action of a governmental body related to the foregoing.

e. Headings; Counterparts. Section headings are not to be considered part of this Mainshares Platform Agreement and are included solely for convenience and are not intended to be full or accurate descriptions of the contents thereof. This Mainshares Platform Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

f. Governing Law; Jurisdiction. The parties hereby agree that this Mainshares Platform Agreement shall be governed by and construed according to the laws of the State of Texas; the parties further agree, with respect to lawsuits arising out of this Mainshares Platform Agreement, to submit to the exclusive jurisdiction of the courts of the State of Texas located in Austin, Travis County, Texas.

g. Notices. Any notice or other communications required or permitted to be given hereunder must be in writing and will be deemed delivered when sent, if sent by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the next weekday, otherwise it shall be deemed delivered when delivered personally or by overnight courier or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the Party to be notified at such Party’s address listed on the signature page to this Mainshares Platform Agreement, as subsequently modified by written notice (provided that if delivered by mail, then a courtesy copy must be also provided electronically).

h. Severability. If any provision of this Mainshares Platform Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS MAINSHARES PLATFORM AGREEMENT. BY ACCESSING THE SERVICES AVAILABLE AT MAINSHARES.COM YOU AGREE TO BE BOUND BY THIS MAINSHARES PLATFORM AGREEMENT. IF YOU DO NOT ACCEPT THIS MAINSHARES PLATFORM AGREEMENT, YOU MAY NOT USE OR ACCESS THE PLATFORM OR ANY INFORMATION.