Terms of Use

Last Modified: July 6, 2023

1. Acceptance of Terms of Use

(a) These terms of use are entered into by and between you and Rodman & Renshaw, LLC, a Delaware limited liability company (“Firm,” “we,” or “us”). The following terms and conditions (“Terms of Use” or “Terms”) govern your access to and use of the https://www.rodm.com/ (the “Website”) and the StockBlock platform for Issuers to present potential investment opportunities in the form of securities offerings on the platform accessible through https://www.rodm.com/ (together with the Website, the “Services”).

(b) These Terms apply to and govern any and all transactionsfrom our Services. You may not use our Services for any illegal or unauthorized purpose nor may you violate any laws in your jurisdiction.

(c) Please read the Terms of Use carefully before you start to use the Services. By using the Services, you agree to be bound and abide by these Terms of Use, and our Privacy Notice https://www.rodm.com/privacy-policies, incorporated herein by reference. If you do not agree to our Terms of Use or the Privacy Notice, you must not access or use the Services.

(d) The Website is intended for informational purposes only. Any discussion of securities or other alternative investments should not be construed as a recommendation or an offer or a solicitation to buy or sell any interest in any such securities or investments. All information provided and opinions expressed are subject to change without notice.

(e) This Services is offered exclusively to publicly traded company issuers (“Issuer”) and institutional investors as defined in 17 CFR § 240.15a-6(b)(7) (“Institutional Investor”). By using this Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

2. Changes to the Terms of Use.

(a) We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter.

(b) Your continued use of the Services following the posting of a revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding you.

3. Accessing the Services and Account Security.

(a) We reserve the right to withdraw or amend this Website and the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.

(b) You are responsible for (i) making all arrangements necessary for you to have access to the Services; (ii) ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

(c) To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with this Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Notice https://www.rodm.com/privacy-policies, and you consent to all actions we take with respect to your information consistent with our Privacy Notice.

(d) If you choose, or are provided with a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized or suspicious access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are responsible for all of the activity on your account.

(e) We reserve the right to refuse Service to anyone for any reason at any time. We have the right to disable any username, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

4. Service Description.

(a) On behalf of our Issuer clientele, the Firm may invite Institutional Investors to participate in securities transactions (“Offerings”). We do not accept limited discretionary authority. Institutional Investors or their other advisors make the ultimate decision regarding the purchase or sale of investments available on the Services.

(b) The Services allows you to review, select and participate in the available investment offerings. However, such selection does not mean that you will be permitted to participate in such a transaction. The Issuer’s decisions to permit your participation are subject to, among other things, a satisfactory demonstration that you meet legal requirements for participation, consent of relevant third parties, execution of definitive documentation, and our and the Issuer’s discretion.

(c) We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place, you will be allowed to participate. You acknowledge that your participation in any given opportunity cannot be guaranteed. If you are offered the opportunity to participate in a transaction, you will be required to sign additional documentation.

(d) We make no representation or warranty that the quotes, pricing or market data provided on the platform are accurate. You acknowledge that you participate in any given opportunity at your own risk, and you will assume all responsibility for errors or inaccuracies in quotes, pricing, or market data.

(e) Following your participation in a transaction as an Institutional Investor, the Issuer may send you communications with important updates related to your investment, follow-on, or other investment opportunities. You are responsible for carefully reviewing all of our communications, engaging with the appropriate representatives and responding in due course, to the extent applicable. You acknowledge that failure on your part to review materials, respond to certain communication in a timely manner, or take certain actions may negatively affect your investment and may even significantly diminish the interest and/or value of your investment.

(f) You acknowledge that all bids are binding and upon acceptance it immediately becomes an enforceable contract between the parties.

(g) You must monitor and ensure your compliance with any applicable beneficial ownership (as determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) limitations and relevant reporting requirements and/or obligations of the Exchange Act. You agree to refrain from effecting any transactions, either personally or on behalf of others, while in possession of any relevant material nonpublic information within the meaning of United States securities laws (MNPI), or communicating such MNPI to others in violation of Rule 10b-5 promulgated under the Exchange Act and Insider Trading and Securities Fraud Enforcement Act of 1988, as well as other provisions such as Section 14(e) and Rule 14e-3 of the Exchange Act and provisions of the Commodity Exchange Act. If you deem a certain transaction executed on the platform to be MNPI, you shall notify us prior to making any public announcement and/or regulatory filing disclosing such MNPI. You shall be in compliance with the applicable securities laws and regulations at all times. We may terminate or suspend your account if we reasonably believe that you violate securities laws and regulations or any other applicable laws.

5. Conditions to Subscribe for the Service.

(a) You must be a resident of the United States. Any information provided on the Services or in any communication containing a link to the Services is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Firm or its affiliates to any registration requirement within such jurisdiction or country.

(b) You must be a U.S. tax resident at the time of registration, and you must maintain U.S. tax residency while using the Service.

(c) You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a thirdparty service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

6. No Investment Advice.

(a) The Services do not offer financial advice or recommend investments. You should not construe any information or content published on the Services as business, financial, investment, hedging, trading, legal, regulatory, tax or accounting advice and you should not make the Services (or any portions thereof) the primary basis for any trading, financial or business decisions. We recommend that you consult with qualified professionals prior to making actual investments or financial decisions.

(b) You acknowledge that we are acting solely in the capacity of an arm’s length contractual counterparty and not as a financial advisor or a fiduciary. Under no circumstances should the Firm be considered your advisor or fiduciary.

7. Pricing and Payments.

(a) There is no charge to access and browse the Website or to use the Services.

(b) You do not pay directly any fees to the Firm. However, the Firm may receive fees, expenses or any other form of compensation from the Issuers in connection with their offering at the time of any investment or on a periodic basis, and the Firm may be compensated for acting as a broker-dealer for such investments. All fees, expenses or any other form of compensation that we receive, and conflicts of interest will be disclosed in any applicable offering documents.

(c) The Firm’s associated persons (“AP”) are compensated solely on the successful completion of an offering. We believe these arrangements minimize potential conflicts of interest for the Firm and its APs when contacting investors relative to these offerings. Depending on the offering, you may indirectly pay fees, expenses, and other form of compensation. You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. For more information, please see specific offering documents or contact us at compliance@rodm.com¹.

8. Communication.

(a) By creating an account on our Services, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing to compliance@rodm.com. For more information, please read our Electronic Communications Disclaimer https://www.rodm.com/disclaimer.

By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Notice. Please read our Privacy Notice to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

9. Event Portal

(a) Sponsored Event. You may register for Firm sponsored conferences, and other virtual events (“Events”) through the Services. The terms and conditions of registration, and pricing will be included in each event description.

(b) We reserve the right in our sole discretion to accept or reject registration for, or admission to, all or any portion of our Events, and we may revoke access to Events or any portion thereof at our sole discretion. You acknowledge that the Events are merely informational services and networking opportunities for companies and investors. We do not endorse, prepare, review, validate, verify or edit the presentations and other information provided by each presenting company, and do not take any responsibility for the accuracy or adequacy of any such information as the basis for any investment decision. We are not providing any person with any investment advice through their participation in or attendance of the Events or accessing the Media Room, nor are we soliciting any offers to buy or sell any security of any company.

(c) All scheduled Event dates and times are tentative, and we reserve the right to change reschedule or cancel Events at our sole discretion. If dates and times are changed, we will update the schedule of events and notify the participants and presenters accordingly.

(d) If we cancel any Event, we will not be liable for any costs or expenses incurred by conference attendees.

10. Third-Party Links.

(a) Certain content, and payment processing services available via the Services may include materials from third-parties. Third-party links on this Services may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or any other materials, products, or services of third-parties.

(b) We are not liable for any harm or damages related to the purchase or use of the products, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

11. Errors, Inaccuracies and Omissions.

(a) Occasionally, there may be information on our Services that contains typographical errors, inaccuracies or omissions that may relate to our Services, pricing, quotes, market data, offers, promotions, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel offers if any information about the Services on the Website or any related website is inaccurate at any time without prior notice.

(b) You acknowledge that we are not and shall not be responsible for any orders that you placed inaccurately through the Services or orders that we did not receive due to any technical or non-technical issues including but limited to system outage, system malfunction, malware, Internet outage or any of your device’s malfunction that you used to access the Services.

12. Intellectual Property.

(a) Unless otherwise provided herein, the Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Firm, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

(b) Subject to the terms and conditions herein, we grant you a limited, nontransferable, non-sublicensable, non-exclusive, revocable license to use the Services and its content for personal use until these Terms of Use terminate or expire or your right to use or access the Services is terminated in accordance with these Terms.

(c) These Terms of Use permit you to use the Services for your business use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material available on our Services, except as follows: (i) your computer may temporarily store copies of such materials incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your web browser for display enhancement purposes; (iii) you may print or download one copy of a reasonable number of pages of the Services for your own internal use and not for further reproduction, publication, or distribution.

(d) You retain the ownership of copyright in data you upload or submit to the Services, but you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish and send this data in any manner.

(e) If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own internal use, provided you agree to be bound by these Terms of Use or the end user license agreement for such applications.²

13. Trademarks.

The Firm’s name, the terms, the Firm’s logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Firm or its affiliates or licensors. You must not use such marks without the prior written permission of the Firm. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners. For more information please read our Digital Millennium Copyright Act Policy (“DMCA Policy”) https://www.rodm.com/dmca.

14. Privacy and Data Security.

(a) The Services may collect personally identifiable information for operational purposes, such as identifying prohibited uses. The Services has no obligation of confidentiality with respect to the information collected, except where required by law. The collection, use and disposal of personally identifiable information are governed by our Privacy Notice (see https://www.rodm.com/privacy-policies).

(b) By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.

15. Disclaimer of Warranties.

OUR SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. Although we seek to maintain safe, secure, accurate, and well-functioning services, we cannot guarantee the continuous operation of or access to our Services, and there may at times be inadvertent technical or factual errors or inaccuracies. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. We specifically (but without limitation) disclaim (i) any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement; and (ii) any warranties arising out of course-of-dealing, usage, or trade. You assume all risk for any damages that may result from your use of or access to our Services. We do not guarantee the accuracy of and disclaim all liability for, any errors or other inaccuracies in the information, content, recommendations, and materials made available through our Services.

16. Limitation of Liability.

(a) IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, DIRECT, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. Some jurisdictions do not allow the disclaimer of warranties or limitation of liability in certain circumstances. Accordingly, some of the above limitations or the disclaimer of warranties in Section 16 may not apply to you.

(b) IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS, CLAIM OR OTHER LIABILITY THAT MAY ARISE FROM THE UNAUTHORIZED USE OF ANY PASSWORD OR COMPUTER THAT IS LOGGED ONTO OUR SERVICES THROUGH THE USE OF YOUR PASSWORD. IF YOUR PASSWORD IS LOST OR STOLEN, IT IS YOUR RESPONSIBILITY TO NOTIFY US OF SUCH OCCURRENCE SO THAT THE MISSING PASSWORD CAN BE DEACTIVATED AND A NEW ONE ASSIGNED.

17. Indemnification.

You agree that you will be personally responsible for your use of our Services including the desktop application, and you agree to defend, indemnify, and hold us, our officers, directors, employees, consultants, affiliates, subsidiaries, and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses (including attorneys’ and accounting fees and costs), arising out of or in any way connected with (i) your access to, use of, or alleged use of our Services; (ii) your violation of the Terms of Use or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right, publicity, confidentiality, property, or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

18. Compliance with Applicable Laws.

As a condition to accessing or using the Services, you agree that

(a) you will not violate any applicable law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws, any relevant and applicable privacy, and data collection laws, in each case as may be amended. You will not use the Services for any purpose that is unlawful.

(b) you will comply with all the applicable laws of the jurisdiction in which you reside in connection with using any features of the Services including but not limited to (i) the legal requirements for the purchase of securities and other financial products, (ii) any exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, transaction, holding, redemption, sale, or transfer of securities.

(c) you will only use the Services for lawful purposes and in accordance with these Terms. You will ensure that all information you provide on the Services is current, complete, and accurate. You will maintain the security and confidentiality of access to your cryptocurrency wallet address.

(d) you will not infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Services. You will not misrepresent the truthfulness, sourcing, or reliability of any content on the Services.

(e) you will not use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services.

(f) you will not try to get around any security measures or content filters put in place by the Firm

(g) you will not access any parts of the Services that you are not authorized to use.

(h) you must not use any robots, spiders, crawlers, scrapers, or other automated tools or interfaces that are not provided by us to access the Services and extract data. You must not introduce any malicious software or code that could harm the Services or its users, including but not limited to malware, viruses, trojan horses, worms, logic bombs, dropdead devices, backdoors, or shutdown mechanisms.

(i) In connection with your use of the Services, you will not: (i) transmit or communicate any data or information that is unlawful, harmful, false, misleading, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to other Users; (iv) violate any applicable local, state, federal or international law and any regulations requirements, procedures or policies; (v) transmit, access or communicate any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (vi) monitor traffic on the Service, obtain or accumulate personal information about other Users, or collect or store personal data about other Users; (vii) modify, delete or damage any information contained on the mobile device or personal computer of any other Users;

19. Termination.

(a) We may terminate or suspend your access to all or part of the Services for any or no reason, including without notice. Notwithstanding the foregoing, we shall terminate your access to your account immediately if: (i) you fail to cooperate or provide information on an investigation by a local, state or federal governmental agency; or you violate any provision of these Terms of Use, or breach any of your representations or warranties; (ii) your account activity violates any local, federal or state laws. After we terminate your access to your account, you will have 30 days to remove your data before we delete your account.

(b) You may terminate and delete your account at any time without giving any prior notice.

20. Miscellaneous.

(a) Entire Agreement. These Terms of Use, together with the Privacy Notice, constitute the entire and exclusive understanding and agreement between you and us regarding your use of and access to the Services.

(b) No Waiver. The failure to require the performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

(c) Severability. In the event that any part of the Terms of Use is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

(d) Governing Law. These Terms are governed by the laws of New York, without regard to any conflict of law principles.

(e) Arbitration. All claims and disputes arising under or relating to these Terms are to be settled by binding arbitration in the state of New York or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in commercial dispute resolution and shall include a written record of the arbitration hearing. The arbitrator shall be selected upon mutual agreement by both parties. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. Notwithstanding any of the above, you agree that either party may seek injunctive or other equitable relief in any state or federal court having jurisdiction to grant such relief in the event of actual or threatened infringement or misappropriation of intellectual property rights. You hereby expressly waive a trial by jury. You hereby agree not to participate in a class action for any claims covered by this agreement. This provision shall survive the termination of this agreement.

(f) Class Action. YOU AND WE AGREE THAT THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS ACTION (INCLUDING WITHOUT LIMITATION OPT OUT CLASS ACTIONS OR OPT IN COLLECTIVE CLASS ACTIONS), OR IN A REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CAPACITY ON BEHALF OF A CLASS OF PERSONS OR THE GENERAL PUBLIC. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

(g) Assignment. You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights or obligations under the Terms. The Company may transfer, assign, delegate, sub-contract or otherwise transfer its rights and obligations under the Terms without notifying you or obtaining your consent.

(h) Electronic Signatures. You agree that the electronic signatures, whether digital or encrypted, on any documents provided by either party are intended to authenticate the document and to have the same force and effect as manual signatures. Delivery of a copy of any document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.