Terms of Service

Effective: 8/2/2024

MAINSHARES LLC (“MAINSHARES”, “WE”, “US”, “OUR” AND THE “COMPANY”) IS A WHOLLY OWNED SUBSIDIARY OF PINE STREET LABS, INC. (“MAINSHARES PARENT”), AND OPERATES THE ONLINE PLATFORM LOCATED AT HTTPS://MAINSHARES.COM (THE “MAINSHARES PLATFORM”).

THE MAINSHARES PLATFORM ENABLES ENABLES ISSUERS (AS DEFINED BELOW) TO OFFER SECURITIES ON A SELF-DIRECTED ISSUER BASIS THROUGH THE TOOLS AVAILABLE ON THE MAINSHARES PLATFORM AND ALLOWS ISSUERS AND INVESTORS (AS DEFINED BELOW) TO CONNECT AND ENGAGE IN DISCUSSIONS REGARDING SMALL BUSINESS INVESTMENT OPPORTUNITIES. MAINSHARES DOES NOT DIRECTLY PARTICIPATE IN ANY SECURITIES TRANSACTIONS ON THE MAINSHARES PLATFORM, NOR DOES IT EARN TRANSACTION-BASED COMPENSATION OR GENERATE REVENUE THROUGH THE FIXED NON-CONTINGENT FEES IT CHARGES FOR ITS SERVICES.

MAIN STREET SECURITIES LLC (“MAIN STREET” OR “BROKER”), IS A WHOLLY OWNED SUBSIDIARY OF MAINSHARES PARENT. MAIN STREET ACTS AS PLACEMENT AGENT IN CONNECTION WITH CERTAIN ANY PROPOSED PRIVATE PLACEMENTS ON THE MAINSHARES PLATFORMS ON THE MAINSHARES PLATFORM. MAIN STREET IS A U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) REGISTERED BROKER-DEALER AND MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”).

THE TERMS OF SERVICE SET FORTH BELOW (“TERMS”) GOVERN YOUR USE OF THE MAINSHARES PLATFORM AND SERVICES OFFERED THROUGH THE MAINSHARES PLATFORM (THE “SERVICES”). THESE TERMS ARE LEGALLY BINDING WITH RESPECT TO ALL ACTIVITIES AND SERVICES RELATING TO THE MAINSHARES PLATFORM. SOME OF THESE TERMS SURVIVE YOUR USE OF THE MAINSHARES PLATFORM.

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

IN THE EVENT MAINSHARES OR ANY ENTITY THAT, DIRECTLY OR INDIRECTLY, CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH MAINSHARES, INCLUDING MAIN STREET SECURITIES LLC AND MAINSHARES CAPITAL I LLC (COLLECTIVELY THE “MAINSHARES AFFILIATES”) REQUIRE DIFFERENT TERMS TO MEET THEIR REGULATORY OR BUSINESS REQUIREMENTS, SUCH TERMS WILL BE CLEARLY PROVIDED TO YOU AND SHALL SUPERCEDE THESE GENERAL TERMS.

YOU AGREE THAT MAINSHARES MAY MAKE CHANGES TO THE TERMS AND SERVICES OFFERED ON THIS MAINSHARES PLATFORM AT ANY TIME.

WE WILL NOTIFY YOU OF ANY SUCH MATERIAL REVISIONS, BUT YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE MAINSHARES PLATFORM AND THE ASSOCIATED SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES TO THE TERMS.

By using the Mainshares Platform you agree to these Terms. You agree the Terms are solely between you (and any person or entity you expressly represent to be acting as an agent for) and Mainshares. Failure to maintain compliance with the Terms may result in losing access to the Mainshares Platform and the Services.

Visitors to the Mainshares Platform may view content, broadly defined as any text, graphics, other materials or information uploaded, downloaded or otherwise accessible through the Mainshares Platform (“Content”).

Visitors to the Mainshares Platform may open an account as a “User” (a person who has an account on the Mainshares Platform that can neither accept nor make investments). Users may convert their User account to either an (i) “Issuer” account (for a private placement offering via the Mainshares Platform, an “Investment Opportunity”), or (ii) “Investor” account (a person who has opened an account with the ability to make non-binding investment commitments, and complete investments via the Mainshares Platform).

Users, Issuers and Investors may be collectively referred to as “Platform Participants”.

Investment Opportunities on the Mainshares Platform are only intended for persons who are sophisticated enough to protect their own interests, have reviewed any and all offering documentation in full and can tolerate risk of capital loss.

Table of Contents

1. Use of Services
2. General Obligations
3. Mainshares LLC
1. Overview
1. Services
1. Acquisition Vehicle
2. Investment Management
3. Other Offerings
2. User Rules
3. Platform Rules
4. Account Registration
2. Privacy Policy
3. Third-party Content
4. Mobile Sites
5. California Users
6. Groups Code of Conduct
4. Main Street Securities LLC
5. Mainshares Capital I LLC
6. Mainshares Platform
1. Investor Requirements
2. Investment Opportunities Access via Mainshares Platform
3. Portal Binding Arbitration
7. Third-Party Services
1. Parallel Markets
2. Dwolla
8. Miscellaneous Terms
1. Amendments to the Terms.
2. Governing Law.
3. Injunctive and Equitable Relief.
4. Informal Negotiations.
5. Binding Arbitration.
6. Waiver/Severability.
7. Statute of Limitations.
8. No Third-Party Beneficiaries.
9. Indemnification.
10. Disclaimer of Warranty.
11. Limitation of Liability.
12. E-Signature (E-Sign), E-Delivery and Uniform Electronic Transactions Act (UETA) Disclosure.
13. Consent to Electronic Delivery.
14. Notice and Procedure for Making Claims of Intellectual Property Infringements.

1. Use of the Services

   By accessing the Mainshares Platform or by communicating with other Platform Participants, you agree to: (i) ensure at all times that information about you, provided by you or generated by you (i.e., your Content) is true, accurate, current, complete and not misleading; and (ii) promptly comply with Mainshares’ request for specific action(s) or additional information.

   You are responsible for all activities that occur under your account. Mainshares may revoke your access to the Mainshares Platform and Services at any time it determines that (a) you fail to fully comply with the foregoing obligations or with any provision of these Terms, or (b) your action or inaction on the Mainshares Platform or in connection with the Services is inconsistent with Mainshares’s mission to ensure transparent, compliant and good faith activities on the Mainshares Platform, including the maintenance of high standards of commercial conduct and integrity in relations to the Investment Opportunities.

2. General Obligations

   When using our Mainshares Platform and Services, you are promising not to violate the Platform Rules (as defined below) of Mainshares. Aside from your Content, all information, documents and Services provided on the Mainshares Platform, including trademarks, logos, graphics and images (the “Materials”) are provided to you by Mainshares or other Platform Participants. Except as expressly stated herein, you acknowledge that all Content and Materials shall be treated as confidential, and you have no right, title or interest in or to the Materials. Furthermore, with regard to the Investment Opportunities found on the Mainshares Platform, you shall not use related Content for any purpose other than seeking a potential business opportunity, capital or assessing a potential investment opportunity via the Mainshares Platform.

   By using the Mainshares Platform and our Services, you agree and acknowledge in each instance that Mainshares is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and an Issuer. Mainshares shall not be held liable to any party for any costs or damages arising out of or related to such transaction. Unless otherwise required by law, Mainshares retains sole discretion to reject or accept any application from any potential User to participate on the Mainshares Platform, for any reason or no reason at all.

3. Mainshares LLC

   1. Overview
      1. Services. The following product offerings are part of the Services provided on the Mainshares Platform:

         1. Acquisition Vehicle. Pursuant to a separate engagement with each respective Issuer, Mainshares' Acquisition Vehicle Product (“the Acquisition Vehicle Product”) is designed to support Issuers in successfully launching and managing their Investment Opportunities on the Mainshares Platform. This product empowers Issuers to offer securities on a self-directed basis using the tools available on the Mainshares Platform. Mainshares does not directly engage in any securities transactions on the Mainshares Platform, nor do we earn transaction-based compensation. Our role is to assist Issuers with the creation and management of their 506(c​) Investment Opportunities by providing essential tools for building investor pipelines, developing investment opportunities, and maintaining confidentiality. Mainshares does not handle customer funds or securities, ensuring strict compliance with regulatory standards. Our compensation is independent of transaction outcomes.

         2. Investment Management. Pursuant to a separate engagement with each respective Issuer, Mainshares will provide comprehensive investment management services to assist in the management of all investors, distributions, bookkeeping, and tax-related matters post-closing (“Investment Management”).

         3. Other Offerings. Mainshares may provide bundled service offerings from time-to-time, including, but not limited to the bundled service offering of the Acquisition Vehicle Product and Investment Management services. Mainshares reserves the right to update, modify, or terminate the Services at any time.

      2. User Rules. As a Platform Participant of the Services provided on the Mainshares Platform, you hereby agree as follows:
         • That you have the right, authority, and capacity to agree to the Terms on your own behalf and on behalf on any entity for whom you are acting for and to abide by all of the terms contained herein, and that if any aspect of your participation in Mainshares violates provisions of the law to which you or an entity you are acting for are subject, you (and, if applicable, such entity) will immediately cease using the Services and close your account;
         • That you are at least 18 years old;
         • That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
         • That you shall not use a name that is subject to any rights of a person other than yourself without appropriate authorization;
         • That you will not use the Mainshares Platform for any commercial matter not otherwise authorized by Mainshares;
         • That you shall not make multiple accounts without the prior consent of Mainshares;
         • That you shall be solely responsible for maintaining the confidentiality of your password;
         • That you will update your registration information with Mainshares, as needed, so that it remains true, correct and complete;
         • That you will only provide Content that you have a right to provide and understand that all Content provided for the purpose of creating your User profile on the Mainshares Platform will be treated as public, non-confidential information (please reference our Privacy Policy for additional information);
         • The Services may invite you to participate in discussion forums, or participate in blogs, message boards, and other functionality and may provide you with the opportunity to create, submit, post, transmit, publish or distribute Content through the Services;
         • That you will conduct yourself in a professional manner in all your interactions with Mainshares and with every Platform Participant of the Mainshares Platform or Services;
         • All Content provided via comments, feedback, suggestions, ideas, forum posts, and other submissions disclosed, submitted or offered to Mainshares, and any chat, blog, message board, online forum, text, email or other communication with Mainshares, is hereby (i) licensed to Mainshares on a nonexclusive, worldwide, royalty-free, irrevocable, perpetual basis and (ii) treated as non-confidential and non-proprietary;
         • Furthermore, you cannot have any expectation that Mainshares evaluates, confirms, endorses, or otherwise stands behind any Content provided by any User, Investor, or Issuer;
         • You may not treat nor rely on any email or other information you receive as a result of your access to the Services as a representation of any kind by Mainshares;
         • That you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by Mainshares and Main Street, and that you understand that any other Content you find on or through the Mainshares Platform is the sole responsibility of the person who provided such Content;
         • That you understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability, and that Mainshares will not be responsible or liable for any use of your Content by Mainshares in accordance with the Terms;
         • That you understand that any false, incomplete or misleading information you post about an Issuer or an Investment Opportunity may result in serious civil and criminal liability for yourself and/or the Issuer;
         • That the template legal form documents (the “Documents”) we provide for your use on the Mainshares Platform, which are provided on an “as is” and “as available basis”, are intended for illustrative purposes only and may not be suitable for every situation, and you hereby understand and acknowledge that it is essential to review and customize these documents with the assistance of legal counsel to ensure they meet your specific needs and comply with the laws of your jurisdiction;
         • That you understand that Mainshares and Mainshares Affiliates do not guarantee the accuracy, completeness, timeliness, reliability, suitability or usefulness of any portion of the Documents offered on the Mainshares Platform, and further, you understand that Mainshares and Mainshares Affiliates do not warrant that the Documents will be error free.
         • That you understand that Mainshares and Mainshares Affiliates hereby disclaim any, representation, endorsement, guarantee and/or warranty, express or implied, regarding the Documents, and you understand that use of the Documents or the information contained within the Documents is at your own risk.
         • That under no circumstances will Mainshares or Mainshares Affiliates be liable for any loss or damage caused by your reliance on the information contained in the Documents, and that because some jurisdictions do not allow the exclusion or limitation of liability for negligence, consequential, incidental or other types of damages, in such jurisdictions the Mainshares or Mainshares Affiliates’ liability is limited to the greatest extent permitted by law.
         • That you are responsible for the agreed-upon fees for Services rendered, as outlined in a separate engagement agreement and all fees are payable according to the agreed-upon schedule and are non-refundable once services have been provided;
         • That Mainshares may include links to third-party websites and services that are not owned or controlled by Mainshares to assist in the Services offered;
         • That Mainshares does not endorse or assume any responsibility for the content or practices of these third-party sites and Your interactions with these third-party services are solely between You and the respective providers.
         • That you will be solely responsible for complying with applicable law regarding any Investment Opportunity you participate in or interact with;
         • Except as expressly stated, Mainshares is not qualified to provide legal, accounting, tax, or investment advice, and unless explicitly stated otherwise, no information provided to you by Mainshares, its staff or Mainshares Affiliates, can be so construed; and
         • That you will obtain such professional advice as is appropriate to protect your interests, including legal, accounting, tax and other advice.
      3. Mainshares Platform Rules. As required of all Platform Participants of the Mainshares Platform, you will not, in connection with the Services or while engaging with the Mainshares community (the “Mainshares Platform Rules”):
         • defame, libel, disparage, threaten, harass or intimidate anyone, including by the use of offensive comments related to race, national origin, gender, religion, sexual preference or physical or mental condition;
         • use any profane, obscene, pornographic or otherwise objectionable content or language;
         • promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;
         • violate the intellectual property, personal, privacy, or contractual rights, or other rights of any person;
         • reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
         • violate the Terms or any local, state, federal or non-U.S. law, rule or regulation;
         • trick, defraud, deceive or mislead Mainshares, Main Street, Mainshares Capital (as defined below) or other Users or Platform Participants of the Services, such as by submitting false reports of abuse or misconduct to Mainshares’ support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;
         • interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
         • disparage, tarnish or otherwise harm, in Mainshares’ opinion, Mainshares, Main Street and/or the Services;
         • upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
         • reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
         • remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services or any website on which the Services are offered or on a Third-Party website and/or Company software on which Company code is embeddable or embedded on;
         • remove, obscure or change any notice, banner, advertisement or other branding on the Services;
         • submit any Content or Material that falsely expresses or implies that such Content or material is sponsored or endorsed by Mainshares, Main Street, a regulator, or any other third party;
         • interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach;
         • sell access to the Services or any part thereof other than through a mechanism expressly approved by Mainshares in writing addressed to you exclusively;
         • claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through Mainshares or Main Street, other than Content, software or intellectual property owned by you, without regard for its appearance on Mainshares Platform or the Mainshares Platform;
         • copy or distribute Content except as specifically allowed in the Terms;
         • use any Content, or other information acquired from any user, or otherwise through your use of the Services, for commercial or investment activity outside of the Services, without prior written approval from Mainshares or Main Street, as applicable;
         • claim any right to access, view or alter any source code or object code of Mainshares;
         • use Mainshares Platform or the Investment Portal to market services not authorized by Mainshares or Main Street;
         • market competing services to people identified through Mainshares;
         • directly or indirectly, solicit, recruit, or encourage any employee of Mainshares or Mainshares Affiliates to leave their employment with Mainshares or Mainshare Affiliates; or
         • directly or indirectly solicit, recruit, or encourage any Platform Participant on the Mainshares Platform to leave the Mainshares Platform and/or breach a contractual engagement with Mainshares for the purposes of engaging in business or investment activities outside of the Mainshares Platform.
      4. Account Registration and Use.

         Prior to gaining access to certain Services on the Mainshares Platform, Mainshares will require you to set up an account with an email address and password (the “Password(s)”) as set forth in the account registration procedures posted on the Mainshares Platform. Your email address must be an email address you have the right to use. You agree to comply with the procedures specified by Mainshares from time to time regarding obtaining and updating Passwords for your account. You agree to assume sole responsibility for the security of Passwords issued to you. Passwords are subject to cancellation or suspension by Mainshares 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 Mainshares immediately in writing of any actual or potential unauthorized access to a Password or to the Mainshares Platform and/or Services.

         We may obtain information about you from other sources, including from third party services and organizations. For example, if you access our Services through a third-party service, we may collect information about you from that third-party service.

   2. Privacy Policy.

      Your use of the Mainshares Platform is governed by the Mainshares Privacy Policy that is available at https://mainshares.com/privacy (the “Privacy Policy”), which may be amended from time to time.

   3. Third-party Content.

      Third-parties may provide certain information and content to Mainshares (“Third-Party Content”). The Third-Party Content is, in each case, the copyrighted work of the creator/licensor, and may be subject to terms of use and/or privacy policies of such third-parties. Please contact the appropriate Third-Party for further information regarding such terms.

      The Mainshares Platform may provide links to other websites or resources over which Mainshares does not have control (“External Websites”). Such links do not constitute an endorsement by Mainshares of those External Websites. You acknowledge that Mainshares is providing these links to you only as a convenience, and further agree that Mainshares is not responsible for the content of such External Websites. If you decide to leave Mainshares and access the External Websites or to use or install any External Website applications, software or content, you do so at your own risk and you should be aware that Mainshares’ terms and policies no longer govern.

      You should review the applicable terms and policies, including privacy and data gathering practices, of any Mainshares Platform to which you navigate from Mainshares or relating to any applications you use or install from the Mainshares Platform. Your use of External Websites is subject to the terms of use and privacy policies located on the linked to External Websites.

   4. Mobile Sites.

      The Mainshares Platform is accessible via mobile phone, tablet or other wireless device (collectively, “Mobile Sites”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Sites. You are solely responsible for all costs you incur from accessing the Mobile Sites. In addition, downloading, installing, or using certain Mobile Sites may be prohibited or restricted by your mobile carrier, and not all Mobile Sites may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Sites are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Sites, and how much use of the Mobile Sites will cost you. All use of the Mainshares Platform and the related Mobile Sites must be in accordance with this Agreement.

   5. California Users.

      Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Mainshares must be sent via certified mail to:

      Mainshares LLC
      Attn William Fry
      13740 N Highway 183 Ste L2
      Austin, TX 78750

      Furthermore, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

   6. Groups Code of Conduct.

      Mainshares allows Investors and Users to participate in “Groups”, which are hosted by Mainshares via the use of third-party platforms (“Third-Party Platforms”). Groups are online spaces dedicated to allowing a diverse range of Mainshares Users and Investors to connect around areas of interest and discuss opportunities, share resources, and build community.

      All Groups will be strictly monitored for adherence to the Mainshares Platform Rules. Your use of the Third-Party Platforms is subject to the terms of use and privacy policies of the respective platform.

      Groups are not facilitated by or endorsed by any FINRA-member.

4. Main Street Securities LLC

   All broker-dealer related securities activity on the Mainshares Platform is conducted by Main Street Securities LLC, a registered broker-dealer (“Main Street” or “Broker”), and member of FINRA | SIPC. Please check our background on FINRA’s BrokerCheck.

   For information on the services provided by Main Street, please review Main Street's Form CRS and Terms of Service for additional details.

5. Mainshares Capital I LLC

   Mainshares Capital I LLC is a wholly owned subsidiary of the Mainshares Parent (“Mainshares Capital”). Mainshares Capital may invest in any Investment Opportunity on the Mainshares Platform, subject to the satisfaction of certain criteria established in its (or their) sole discretion, which may give rise to potential conflicts of interest. There is no guarantee or assurance that Mainshares Capital will invest in any Investment Opportunity.

   Furthermore, as an affiliate of Mainshares, Mainshares Capital may have access to information that is not generally available to all investors. As an Issuer, you represent that you understand and acknowledge the aforementioned potential conflicts of interest and that you are ultimately responsible for ensuring compliance with relevant securities laws and regulations as they may relate to your capital raise endeavors as either an investor or entrepreneur.

6. Mainshares Platform

   The Mainshares Platform hosts the Investment Opportunities found at https://mainshares.com/app/invest/opportunities. Via the Mainshares Platform, prospective Investors are allowed to independently review and purchase a security interest (each, a “Security Interest”) in an Investment Opportunity. For the avoidance of doubt, the terms of any Investment Opportunity and the Security Interests offered therein will be controlled by the Investment Opportunity’s offering documents (“Investment Offering Documents”) available via the Mainshares Platform.

   Mainshares currently provides Investors with access to the Mainshares Platform for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase the value of Mainshares from your use of the Mainshares Platform, and you will have no right to share in any such revenues, goodwill or value whatsoever. However, we may charge you fees for certain uses of the Mainshares Platform. We will notify you of any such fees before you have an obligation to pay them.

   The ability of an Investor to invest in an Investment Opportunity on the Mainshares Platform will depend on the Investor's financial circumstances and investment history, pursuant to the eligibility requirements of Regulation D of the Securities Act of 1933 (“Reg. D”).

   In order for an Investor to invest in an Investment Opportunity an Investor must have an Investor account on the Mainshares Platform. To open an Investor account, a person has to provide certain information including contact information and representations regarding their income and net worth and certain aspects of their investment history. Mainshares retains the right to reject any Investor account registration at any time, for any reason, in its sole discretion.

   1. Investor Requirements

      The following Investor Requirements shall apply:

      • Eligibility Requirements. Investment Opportunities offered via the Mainshares Platform are only available to investors who are “Accredited Investors” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and for certain Investment Opportunities, non-accredited investors subject to certain limitations as set forth under Regulation A (17 C.F.R. §230.251 et seq.) under the Securities Act (such non-accredited investors, “Qualified Purchasers”, as defined by Rule 251(d) under the Securities Act, “Qualified Purchasers”, as defined by Section 2(a)(51)(A) of the 1940 Act, and/or non-U.S. persons as set forth under Regulation S (17 CFR § 230.902 et seq.) under the Securities Act (such non-U.S. persons, “Foreign Purchasers”)).

        Before you can invest in any of the Investment Opportunities on the Mainshares Platform, you must register with the Mainshares Platform and qualify either as an Accredited Investor, Qualified Purchaser or Foreign Purchaser, as applicable. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in Investment Opportunities posted in the Mainshares Platform, which may be done through a third-party service. You acknowledge and agree that all information you provide for the registration is complete, accurate and not misleading, and that you have a genuine interest in participating in an Investment Opportunity.

        In the event that your accreditation status, as defined in Regulation D under the 1933 Act, undergoes any change, you shall promptly notify Mainshares in writing of such change within thirty (30) days from the date of such change.

        You understand, acknowledge and agree that Mainshares, Main Street, the Platform Participants, and other parties are relying on your statements made on the Mainshares Platform and Mainshares Platform and that any willfully false statement made by a you is sufficient cause for suspension or termination of your account, rejection of eligible investor status, along with other legal causes of action, by Mainshares, Main Street or third parties.

      • Requirements Related to Investors on the Mainshares Platform:

        • That you are not relying on Mainshares or Main Street to, and that you understand that we do not, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Services;
        • That you understand that by using the Services, you may be exposed to Content that may be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against Mainshares and/or Main Street for any such material;
        • That you understand that the Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against Mainshares and/or Main Street for the placement of advertising or similar content on the Services or in connection with the display of any Content or other information from the Services;
        • That you will use your own judgment, conduct your own due diligence and seek any legal, financial, tax, accounting and other professional advice that may be appropriate before making any decision to invest;
        • That you can tolerate the risk of losing any amount you invest through the Mainshares Platform; and
        • That you have reviewed and understand the risks and terms of any investment you commit to make through the Mainshares Platform.

      • Additional Obligations. Investors will be required to enter into further agreements and make further representations prior to completing any investment, as outlined in the relevant Investment Offering Documents.

      • Limitations on Qualified Purchases. By registering with the Mainshares Platform for purposes of subscribing to Investment Opportunities as a Qualified Purchaser, you represent and warrant that the aggregate purchase price to be paid by you for securities purchased on the Mainshares Platform (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of your (i) annual income or net worth, if a natural person with annual income and net worth for such natural person purchasers determined as provided in Rule 501 of Regulation D under the Securities Act or (ii) revenue or net assets for your most recently completed fiscal year end, if a non-natural person.

      • Obligation to Disclose Change in Eligibility. You agree that, should any material changes occur that might affect your status as either an Accredited Investor, Qualified Purchaser (whether for the purposes of the Securities Act or the 1940 Act) or Foreign Purchaser, as applicable, you shall immediately provide Main Street with notice in writing; further, upon participating in each Investment Opportunity, you agree to represent to the validity of your previous disclosures or provide complete, accurate and not misleading updates to your previous disclosures, including providing any necessary documentation to verify the foregoing.

   2. Investment Opportunities Access via Mainshares Platform
      • Federal securities law requires securities sold in the United States to be registered with the U.S. Securities and Exchange Commission (“SEC”), unless the sale qualifies for an exemption.
      • The securities offered via the Mainshares Platform have not been registered under the Securities Act, in reliance on the exemptions provided under Section 4(2) of the Securities Act and Rule 506 of Regulation D.
      • Investment overviews in the Mainshares Platform contain summaries of the purpose and principal terms of the Investment Opportunities. Such summaries are intended for informational purposes only, are not intended as a promise or indication of future results or performance and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such Investment Opportunity.
      • All information contained within the Mainshares Platform shall be considered confidential unless explicitly stated otherwise in writing.
      • No governmental agency has reviewed the Investment Opportunities posted in the Mainshares Platform and no state or federal agency has passed upon either the adequacy of the disclosure or the fairness of the terms of any Investment Opportunity. NEITHER MAIN STREET, NOR MAINSHARES NOR ANY MAINSHARES AFFILIATES, SHALL PROVIDE LEGAL ADVICE, GENERALLY AND WITH RESPECT TO INVESTMENT OPPORTUNITIES IN THE MAINSHARES PLATFORM. WE STRONGLY ADVISE YOU TO CONSULT A LEGAL, TAX AND FINANCIAL PROFESSIONAL BEFORE INVESTING, AND CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY INVESTMENT OFFERING DOCUMENTS AND ASK MAINSHARES ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION.
      • Mainshares is not a registered broker-dealer, investment adviser or investment manager, and does not offer investment advice or advice on the raising of capital through Investment Opportunities. Mainshares does not recommend or otherwise suggest that any Investor make an investment in a particular Investment Opportunity.
      • If you are located outside of the United States, you use or access the Mainshares Platform solely at your own risk and initiative. The Mainshares Platform is controlled and operated from facilities within the United States.
      • Mainshares and Main Street make no representations that the Mainshares Platform nor the Mainshares Platform are appropriate or available for use in any other jurisdictions.
      • Accessing the Mainshares Platform is prohibited from territories where the content on the Mainshares Platform is prohibited.
      • Investment Opportunities are only directed at, or intended for purchase or investment by, investors in jurisdictions that permit general solicitation of unregistered securities.
      • The Mainshares Platform is not directed at you if we are prohibited by any law of any jurisdiction from making the information on the Mainshares Platform available to you.
      • The content, material and information contained on the Mainshares Platform do not constitute an offer or solicitation and may not be treated as an offer or solicitation to sell securities referred to on the Mainshares Platform (i) by anyone in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered in the Mainshares Platform can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of and to observe all the applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. You should satisfy yourself before accessing the Mainshares Platform that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. Subscriptions to invest in any Investment Opportunity referred to on the Mainshares Platform must only be made on the basis of the Investment Offering Documents relating to that specific Investment Opportunity.
   3. Investment Portal Binding Arbitration

      If you and the Mainshares Platform are unable to resolve a Dispute through informal negotiations, either you, Main Street, or Mainshares may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration in accordance with the rules of FINRA. Any election to arbitrate by one party shall be final and binding on the other. You thereby agree to arbitrate any controversy or claim before FINRA in the State of Delaware. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

7. Third-Party Services

   Our website includes links or embedded content to other websites whose terms of use may differ from Mainshares. When you use a link or access certain features on the Mainshares Platform, the terms of service of the other website will apply. Our third-party providers include, but are not limited to, Checkr, Box, Persona, Calendly, Codat, Parallel Markets and Dwolla.

   1. Parallel Markets.

      Investment Opportunities offered via the Mainshares Platform are only available to investors who are Accredited Investors as defined by Rule 501 of Regulation D under the Securities Act, and for certain Investment Opportunities, non-accredited investors subject to certain Qualified Purchasers, and/or Foreign Purchasers.

      Before you can invest in any of the Investment Opportunities on the Mainshares Platform, you must register with the Mainshares Platform and qualify either as an Accredited Investor, Qualified Purchaser or Foreign Purchaser, as applicable. Mainshares partners with Parallel Markets Inc. (“Parallel Markets”) for third-party verification services.

      As an Investor on the Mainshares Platform, you must accept the Parallel Markets Terms of Service and Privacy Policy.

      Prior to any indication of interest or capital commitment, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in Investment Opportunities posted on the Mainshares Platform. You hereby acknowledge and agree that all information you provide is complete, accurate and not misleading, and that you have a genuine interest in participating in an Investment Opportunity.

      Mainshares will provide customer support for your Parallel Markets account activity, and can be reached at support@mainshares.com.

   2. Dwolla.

      In order to use any of the payment functionality of the Mainshares Platform, you will open a “Dwolla Account” provided by Dwolla, Inc. (“Dwolla”) 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 (“Financial Institution Partners”) as described in the Dwolla Terms of Service. You must be at least 18 years old to create a Dwolla Account.

      To the extent that you use any of the payment functionality of the Mainshares Platform, you authorize Mainshares 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 the Mainshares Platform, and Dwolla account notifications will be sent by Mainshares, not Dwolla.

      You are solely responsible for your, and your Investors’ payment activity initiated using the Mainshares Platform, including, without limitation, any fraudulent activity. Mainshares has no obligation to ensure that the funds required to complete a payment will be available. Any payment sent or received by you or your Investors may: (a) be reversed in accordance with applicable risk management policies, (b) be reversed in accordance with applicable law, including without limitation, by ACH return as defined under the Nacha Rules, (c​) fail due to your error or Investor error, (d) fail due to the provision of inaccurate information by you or your Investor; or (e) be canceled or rejected by an Investor or the Investor’s financial institution (each, a “Reversal”). You are liable to Mainshares for any and all losses caused by Reversals and any other Mainshares account activity.

      Mainshares will provide customer support for your Dwolla account activity, and can be reached at support@mainshares.com.

8. Miscellaneous Terms

   1. Amendments to the Terms. We may amend the Terms at any time in our sole discretion, effective upon posting the amended Terms at the domain of mainshares.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to the Terms.

   2. Governing Law. The Terms and all aspects of the Service shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of laws provisions) regardless of your location except that the arbitration provision shall be governed by each respective member of the Mainshares ecosystem’s arbitration policy. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties hereby submit to the non-exclusive jurisdiction of the state and Federal courts in Delaware and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of Mainshares, or if no such address has been provided, by email to the email address provided by the relevant parties to Mainshares in connection with their use of the Service. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Delaware and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Delaware.

   3. Injunctive and Equitable Relief. You acknowledge that the rights granted to Mainshares through the use of Mainshares Platform are of a unique and irreplaceable nature, the loss of which shall irreparably harm Mainshares and which cannot be replaced by monetary damages alone. Nothing in these Terms shall prevent Mainshares 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).

   4. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms (“Dispute”), you and Mainshares agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Mainshares LLC (Attn: William Fry), 13740 N Highway 183 Ste L2, Austin, TX 78750.

   5. Binding Arbitration. If you and Mainshares are unable to resolve a Dispute through informal negotiations, either you or Mainshares may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. You thereby agree to arbitrate any controversy or claim before in the State of Delaware. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. FURTHER, YOU UNDERSTAND THAT INDIVIDUAL ENTITIES THAT USE THE MAINSHARES PLATFORM, INCLUDING BUT NOT LIMITED TO MAINSHARES LLC PARENT, ALL SUBSIDIARIES OF THE MAINSHARES LLC PARENT, AND MAIN STREET, MAY HAVE ADDITIONAL OR DIFFERING ARBITRATION PROVISIONS, WHICH SHALL GOVERN YOUR RELATIONSHIP WITH THOSE SPECIFIC ENTITIES.

      This provision contains a pre-dispute arbitration clause. By using the Mainshares Platform you are entering into an arbitration agreement, by which the parties agree as follows:

      1. All parties to the Terms are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
      2. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
      3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
      4. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least twenty (20) days prior to the first scheduled hearing date.
      5. The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
      6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
      7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into the Terms.
      8. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the investor is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under the Terms except to the extent stated herein.
      9. As you consent to the Terms by your use of the Mainshares Platform, you acknowledge that you can locate this pre-dispute arbitration clause using a search function on your webpage and that you have received a copy of this pre-dispute arbitration clause by or through your access to the Mainshares Platform. We can provide you proof of when you consented to the Terms, specifically this pre-dispute arbitration clause within ten (10) business days of receipt of your request, we will provide you with a copy of any pre-dispute arbitration clause or investor agreement executed between you and us. Upon your written request, we will provide you with the names of, and information on how to contact or obtain the rules of, all arbitration forums in which a claim may be filed under the Terms.
      10. Except as otherwise provided in these Terms, you and Mainshares may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and any enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrator(s) shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance. You and we agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity.

   6. Restrictions/No Class Actions. Except as prohibited by law or applicable rule, you and Mainshares agree that any arbitration shall be limited to the Dispute between Mainshares and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

   7. Exclusive Process.. You acknowledge that the arbitrator(s), and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of the Terms, including but not limited to any claim that all or any part of these Terms are void or voidable. Without limiting the generality of the foregoing, the arbitrator shall have the exclusive authority to interpret the scope of this clause, and the arbitrability of the controversy, claim or dispute. Exceptions to Informal Negotiations and Arbitration. You and Mainshares 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 Mainshares’ intellectual property rights; (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. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this Section shall remain in full force.

   8. Waiver/Severability. The failure of Mainshares to require or enforce strict performance by you of any provision of the Terms or to exercise any right thereunder shall not be construed as a waiver or relinquishment of Mainshares’ right to assert or rely upon any such provision or right in that or any other instance. In fact, Mainshares may choose to enforce certain portions of the Terms more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with the Terms as so interpreted. You and Mainshares agree that if any portion of the Terms are found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

   9. Statute of Limitations. You and Mainshares both 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 or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

   10. No Third-Party Beneficiaries. This agreement is between you and Mainshares. No User has any rights to force Mainshares to enforce any rights it may have against any you or any other user, except to the extent that Issuers may enforce their own intellectual property rights related to Content offered through the Services.

   11. Indemnification. You agree to defend, indemnify and hold harmless Mainshares and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses, including attorneys’ fees, that arise out of or in connection with your use of the Mainshares Platform and/or the Services or breach of these Terms.

   12. Disclaimer of Warranty. OU ACKNOWLEDGE AND AGREE THAT THE MAINSHARES PLATFORM AND/OR THE SERVICES ARE BEING PROVIDED ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND MAY INCLUDE CERTAIN ERRORS, OMISSIONS, OUTDATED INFORMATION WHICH MAY AFFECT THE QUALITY OF THE CONTENT. YOU ACKNOWLEDGE THAT THE CONTENT HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY MAINSHARES, AND AGREE THAT MAINSHARES DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE CONTENT AND FURTHER AGREE THAT MAINSHARES HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT, WHETHER PROVIDED BY MAINSHARES OR ITS LICENSORS. MAINSHARES MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE MAINSHARES PLATFORM’S UP TIME NOR THE USABILITY OR ACCESSIBILITY OF THE MAINSHARES PLATFORM BY USERS, INVESTORS, ISSUERS OR VISITORS OF THE MAINSHARES PLATFORM. MAINSHARES, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE MAINSHARES PLATFORM AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENT AND ANY THIRD-PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAINSHARES PLATFORM AND/OR THE SERVICES AND ANY INFORMATION OR MATERIAL CONTAINED ON THE MAINSHARES PLATFORM IS PROVIDED TO YOU ON AN “AS-IS” BASIS AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED. MAINSHARES PROVIDES THE SERVICES “AS-IS” WITHOUT ANY WARRANTY OF ANY KIND. WE MAKE NO REPRESENTATION THAT THE CONTENT ON THE MAINSHARES PLATFORM CONFORMS TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THE MAINSHARES PLATFORM FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

   13. Limitation of Liability. IN THE CASE OF NEGLIGENCE, NEITHER MAINSHARES, NOR ANY MAINSHARES AFFILIATES, NOR ANY PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, THIRD-PARTY PROVIDERS, OR CONTENT PROVIDERS OF THE FOREGOING SHALL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY FORM OF DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF OR RELATED TO THE USE OR ATTEMPTED USE OF THE MAINSHARES PLATFORM OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, TECHNICAL ERRORS, ACCIDENTAL ERRORS, PAYMENTS AND/OR DISTRIBUTIONS, YOUR INABILITY TO ACCESS THE MAINSHARES PLATFORM, THE RESULTS OF YOUR USE OF THE MAINSHARES PLATFORM AND/OR THE SERVICES, OR ANY EXTERNAL WEBSITES LINKED TO THE MAINSHARES PLATFORM, OR THE CONTENT ON THE MAINSHARES PLATFORM, HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF MAINSHARES WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT MAINSHARES OR ANY OF ITS PARTNERS, AGENTS, THIRD-PARTY PROVIDERS OR CONTENT PROVIDERS ARE FOUND TO BE GROSSLY NEGLIGENT OR WILLFUL IN THEIR MISCONDUCT, BY AN ARBITRATOR AUTHORIZED TO ACT BY THESE TERMS, DAMAGES WILL BE LIMITED TO (i) THE VALUE OF YOUR INVESTMENT FOR INVESTORS, (ii) $0.01 FOR USERS, OR (iii) THE TOTAL AMOUNT OF REMUNERATION RECEIVED BY MAINSHARES FOR EACH ISSUERS’ RELEVANT OFFERING WITH RESPECT TO EACH ISSUER.

   14. E-Signature (E-Sign), E-Delivery and Uniform Electronic Transactions Act (UETA) 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 MAINSHARES PLATFORM, 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 MAINSHARES PLATFORM ARE TYPICALLY AGREED TO VIA ELECTRONIC SIGNATURES, EVIDENCED BY THE RELEVANT PARTIES SELECTING THE “ACCEPT” 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 SUPPORT@MAINSHARES.COM. IF CONSENT IS WITHDRAWN, MAINSHARES RESERVES THE RIGHT TO DISCONTINUE YOUR ACCESS TO THE MAINSHARES PLATFORM, TERMINATE ANY AND ALL AGREEMENTS WITH YOU OR OTHER PARTIES HOSTED ON THE MAINSHARES PLATFORM, AND/OR CHARGE YOU ADDITIONAL FEES FOR PAPER COPIES. IF, AFTER YOU CONSENT TO PROVIDE YOUR SIGNATURE ELECTRONICALLY, AND YOU WOULD LIKE A PAPER COPY OF AN ELECTRONIC SIGNATURE, YOU MAY REQUEST A COPY WITHIN ONE HUNDRED EIGHTY (180) DAYS OF THE ELECTRONIC SIGNATURE BY CONTACTING MAINSHARES AS DESCRIBED ABOVE. MAINSHARES WILL SEND YOUR PAPER COPY TO YOU BY U.S. MAIL. IN ORDER FOR MAINSHARES TO SEND PAPER COPIES TO YOU, YOU MUST HAVE A CURRENT STREET ADDRESS ON FILE WITH MAINSHARES AS YOUR PRIMARY MAILING ADDRESS. IF YOU REQUEST PAPER COPIES, YOU UNDERSTAND AND AGREE THAT MAINSHARES MAY CHARGE YOU A PAPER COMMUNICATIONS FEE FOR EACH COMMUNICATION AT THE CURRENT RATE DETERMINED BY THE COMPANY.

   15. Consent to Electronic Delivery. AS A USER OF THE MAINSHARES PLATFORM, YOU SPECIFICALLY AGREE TO RECEIVE, OBTAIN, AND/OR SUBMIT ANY AND ALL DOCUMENTS AND INFORMATION ELECTRONICALLY. THESE DOCUMENTS AND INFORMATION WILL BE COLLECTIVELY KNOWN AS “ELECTRONIC COMMUNICATIONS,” AND WILL INCLUDE, BUT NOT BE LIMITED TO, ANY AND ALL CURRENT AND FUTURE REQUIRED NOTICES AND/OR DISCLOSURES, AND ALL RELEVANT AGREEMENTS RELATING TO YOUR ACTIVITIES ON THE MAINSHARES PLATFORM. YOU ACCEPT ELECTRONIC COMMUNICATIONS PROVIDED VIA EMAIL AS REASONABLE AND PROPER NOTICE FOR THE PURPOSE OF FULFILLING ANY AND ALL RULES AND REGULATIONS AND AGREE THAT SUCH ELECTRONIC COMMUNICATIONS FULLY SATISFY ANY REQUIREMENT THAT COMMUNICATIONS BE PROVIDED TO YOU IN WRITING OR IN A FORM THAT YOU MAY KEEP. AS A USER OF THE MAINSHARES PLATFORM, YOU ARE RESPONSIBLE FOR KEEPING YOUR PRIMARY EMAIL ADDRESS ON FILE WITH MAINSHARES UP TO DATE, SO THAT MAINSHARES CAN COMMUNICATE WITH YOU ELECTRONICALLY. YOU UNDERSTAND AND AGREE THAT IF MAINSHARES SENDS YOU AN ELECTRONIC COMMUNICATION, BUT YOU DO NOT RECEIVE IT BECAUSE YOUR PRIMARY EMAIL ADDRESS ON FILE IS INCORRECT, OUT OF DATE, BLOCKED BY YOUR INTERNET SERVICE PROVIDER, OR YOU ARE OTHERWISE UNABLE TO RECEIVE ELECTRONIC COMMUNICATIONS, MAINSHARES STILL WILL BE DEEMED TO HAVE PROVIDED THE COMMUNICATION TO YOU.

   16. Notice and Procedure for Making Claims of Intellectual Property Infringements. Mainshares respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Mainshares Platform. Mainshares’ intellectual property policy is to (i) remove or disable access to material that Mainshares believes in good faith or upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third-party by being made available through the Mainshares Platform; or (ii) upon Mainshares’s own determination. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Mainshares Platform has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Mainshares with the User alleged to have infringed a right you own or control, and you hereby consent to Mainshares making such disclosure. Your communication must include substantially the following:

       • A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
       • Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
       • Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Mainshares to locate the material;
       • Information reasonably sufficient to permit Mainshares to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
       • A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
       • A statement that the information in the notification is accurate, and under penalty of perjury, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
       • Designated Agent Contact Information. Mainshares's designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at: Mainshares LLC (Attn William Fry), 13740 N Highway 183 Ste L2, Austin, TX 78750.

These Terms may be updated from time-to-time, so please check back regularly for updates.