Kingvest Terms & Conditions

Kingvest - Facilitates connections between businesses and investors.

These Kingvest Terms and Conditions contain three parts. Part A, Terms of Service governs the general terms of service for the Site and the Services; Part B, Investor Agreement governs the use of the Site by Investors and investments in Offerings hosted on the Site; and Part C, Startup Agreement governs certain matters applicable to Startups using the Site and/or Services.

A. Terms of Service

Sengbe Reg CF Portal LLC and its affiliates (together, "Kingvest," "we," "us," "our" or the "Company") operate the website located at Kingvest.co (the "Site"). Our mission is to connect entrepreneurs ("Founders") who are working on innovative new businesses ("Startups") with people who may be able to provide financing, advice and other support to those Startup ("Investors"). Among other things, Kingvest offers web-based tools, to facilitate fundraising by Founders for their Startups. Kingvest also provides supplementary materials that educate both Founders and Investors about the nature of entrepreneurship, the process and perils of investing in startup companies and "crowdfunding" – the funding of a project or venture by raising small amounts of money from a large number of people. The services, features, content or applications that may be offered from time to time by Kingvest in connection with the Site and/or Kingvest's business, are collectively referred to as the "Services."

1. Acceptance of the Terms of Service; Changes

By accessing the Site and/or using the Services, you agree to be bound by all of the provisions of the Terms of Service (the "TOS"). IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THE TOS, OR IF YOU ARE NOT ELIGIBLE, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE OR USE THE SERVICES.

This TOS provides that all disputes between you and Kingvest will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 15.3 ("Dispute Resolution") for the details regarding your agreement to arbitrate any disputes with Kingvest.

As used in the TOS, the terms "you" and "your" mean each individual or entity that accesses, browses or uses the Site and/or the Services in any manner. If you are accessing the Site and/or using the Services on behalf of an entity, you represent and warrant to Kingvest that you have the authority to bind the entity you represent to the TOS. Your agreement to this TOS will be treated as the agreement of the entity you represent.

Kingvest may modify the TOS or add or remove terms at any time, and each such modification, addition or deletion will be effective immediately upon posting on the Site. Your use of the Site or the Services following any such posted modification, addition or deletion constitutes your agreement to be bound by and your acceptance of the TOS as so modified. It is therefore important that you review the TOS regularly. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THE MODIFIED TOS, YOU ARE NOT AUTHORIZED TO ACCESS THE SITE AND/OR USE THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE DOING SO.

2. Privacy Policy; Additional Terms.

Use of the Site and the Services is subject to the Kingvest Privacy Policy (the "rivacy Policy"). The terms of the Privacy Policy are incorporated into the TOS by this reference. (To view the Privacy Policy, click here.)

Your access to and/or use of certain portions of the Site and certain of the Services will require you to accept terms and conditions applicable to such Services which are in addition to the terms of the TOS and will be presented to you for your acceptance when you sign up for such Services (the "Additional Terms"). For Investors, "Additional Terms" includes the Investor Agreement. For Founders and Startups, "Additional Terms" includes the Startup Agreement. The TOS, the Privacy Policy and the Additional Terms (collectively, the "User Agreements") set forth the terms and conditions that apply to your use of the Site and the Services. To the extent there is any conflict between the TOS and any Additional Terms, the Additional Terms will prevail.

3. Eligibility.

You may only use the Site and the Services if you are at least 13 years of age. If you are under the age of 18 or under the age of majority in the jurisdiction in which you are located, you may only use the Site and the Services under the supervision of a parent or legal guardian. You may not use the Site if you are under 13 years of age. Kingvest reserves the right to require you to provide Kingvest with proof of your age and, if applicable, approval of your use of the Site and the Services by your parent/legal guardian. Kingvest may terminate your access to and use of the Site and the Services without warning if it determines that you do not meet the foregoing eligibility requirements.

In addition to the eligibility requirements in the TOS, your use of certain Services may be subject to eligibility requirements set forth in the Additional Terms.

4. Access to the Site and the Services

4.1 General Access.

Subject to your compliance with the Agreement, Kingvest hereby grants to you a limited, non-transferable, non-exclusive right to access and use its proprietary, commercially available, hosted software product and related documentation via a Web-browser or mobile application for use during the term of the Agreement. Kingvest hosts and retains control over the software and only makes it available for access and use by you over the Internet through a Web-browser or mobile application. Nothing in this Agreement obligates Kingvest to deliver or make available any copies of computer programs or code from the software to you, whether in object code or source code form. You may not rent, lease, distribute, or resell the software, or use the software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the software.

4.2 Registered Users.

In order to access or use certain Services, you must become a "Registered User" by creating an account (an "Account") and choosing a password that you will use to access your Account. By registering, you represent and warrant to the Company that all registration and other information you submit to or through the Site is truthful, accurate, current and complete, and you agree to immediately provide corrected information if any of the submitted information shall no longer be truthful, accurate, current and complete. You further represent and warrant that your use of the Site and the Services does not violate any applicable laws, rules or regulations. Without limiting any of Kingvest's other available legal remedies, if you provide any registration or other information that is untrue, inaccurate, or incomplete, or Kingvest has reasonable grounds to suspect that such is the case, Kingvest may immediately, and without notice to you, suspend or terminate your Account and refuse any and all use by you of the Site and the Services. Your registration on the Site and your use of the Site and the Services are void where prohibited.

You are solely responsible for safeguarding the confidentiality of your password and for any and all use of your Account and password, whether or not authorized by you. Although Kingvest will not be liable for any of your losses that are caused by any unauthorized use of your Account, you may be liable for the losses of Kingvest or others due to such unauthorized use. If you suspect any unauthorized use of your Account or unauthorized access to your password, please contact Kingvest immediately at info@Kingvest.co. You do not have the right to transfer your Account to any individual or entity and Kingvest reserves the right to remove or reclaim your Account if Kingvest determines, in its sole discretion, that such action is appropriate under the circumstances. You agree that you will not create an Account for any individual other than yourself (or, if applicable, the entity you represent). As a Registered User, you agree that Kingvest may electronically provide you (via email or postings or links on the Site) with invoices, documents, notices and other communications regarding the Site, the Services and/or your use thereof, as well as special offers, promotions, commercial advertisements, marketing materials, etc. You agree that Kingvest may send the foregoing communications to you via your Account or any email address(es) which you provide to Kingvest as part of your Account registration or otherwise.

5. Use of the Site and Services

5.1 Generally

5.1.1. You agree that you will use the Services solely in a manner consistent with this Agreement and the Kingvest mission described above. You assume all risk when using the Site and the Services, and you acknowledge that the Company cannot guarantee and does not promise any specific results from your use of the Site and the Services.

5.1.2. While some of the Services relate to legal, tax, investment or accounting matters, neither we nor any of the professionals providing such content are providing professional advice to you, and you acknowledge that there is no professional relationship (including without limitation any attorney-client relationship) between you and any of the same, unless you and such party specifically agree otherwise.

5.1.3. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Kingvest is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all users.

5.1.4. You represent and warrant to Kingvest that: you own all rights in and to the content posted by you on, through or in connection with the Site or the Services ("User Content"), or otherwise have all the rights, power and authority legally required to grant Kingvest the rights in your User Content pursuant to the TOS and the Additional Terms; and the posting of your User Content on or through the Site does not violate the TOS or violate the privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights and trademarks), contract rights or any other rights of any person or entity, whether or not such person or entity is depicted or appears/performs in your User Content. You agree that you are solely responsible for the User Content that you post on or through the Site and any material or information that you transmit to other users of the Site or the Services.

5.2 You agree that Kingvest has the right to perform all technical functions necessary to offer the Services, including, but not limited to, processing and transmitting email communications to and from you, and transcoding and/or reformatting your User Content. You do not have the right to use, copy or distribute any of the content posted on the Site, except as expressly authorized by the TOS and the Additional Terms. Any violation by you of the forgoing prohibitions may result in the termination of your Account and your right to use the Site and the Services.

5.3 Your Conduct When Using the Site and the Services

5.3.1. As a condition of your access to the Site and use of the Services, you are prohibited from taking any action that would violate the content and conduct standards set forth in Section 6 below. In addition and not in limitation of the prohibited actions set forth in Section 6 below, you agree that you will not (a) employ any device, scheme, or artifice to defraud or (b) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

5.3.2. Kingvest reserves the right, but is under no obligation or duty, to at any time, and without notice, monitor activity on the Site to determine compliance with the TOS or to comply with any law, regulation or authorized government request. You hereby specifically agree to such monitoring. In the event that Kingvest does monitor the Site or the Services, Kingvest makes no representation or warranty that Kingvest will take any action whatsoever in connection with any of the monitored activities and Kingvest assumes no liability with respect thereto.

5.4 Your Interactions with Other Users

5.4.1. Kingvest uses various techniques to verify the accuracy of the information provided by users. However, in view of the limitations in verification on the Internet, Kingvest cannot confirm the identity of users. We encourage you to use the various tools and content available on the Site, as well as elsewhere, to evaluate the users with whom you are dealing.

5.4.2. You acknowledge that there are risks of dealing with other users acting under false pretenses, and you assume the risks of liability or harm of any kind in connection with transactions of any kind relating to goods and/or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, misrepresentation of information about a user or a Startup, breach of warranty, breach of contract, and violation of third-party rights and consequent claims. You agree that Kingvest shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any transactions with others using the Site.

6. Prohibited Content/Conduct.

As a condition of your access to the Site and use of the Services, you are prohibited from (i) posting, uploading, exhibiting, communicating or distributing content which violates any applicable laws, rules or regulations or which Kingvest, in its sole and absolute discretion, deems to be inappropriate and (ii) engaging in conduct which violates any applicable laws, rules or regulations or which Kingvest, in its sole and absolute discretion, deems to be inappropriate. Examples of such prohibited content and prohibited conduct include, without limitation, the following:

• Posting, uploading or transmitting any content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right of any party;
• Posting, uploading or transmitting any content or engaging in any conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene or that is unlawful in any manner or that degrades, intimidates, promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, including, without limitation, on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• Posting, uploading or transmitting any content that is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Site or the Services in connection with any adult entertainment or pornography business;
• Copying, reproducing, modifying (including, without limitation, altering, obscuring, deleting, etc. any copyright or other legally required notices, credits, logos, trademarks, etc.), creating derivative works from, or distributing in any manner or medium any content posted on the Site or through the Services in any manner that is in violation of the terms of the User Agreements or other applicable agreements;
• Impersonating any person or entity, or submitting any materials to the Site or through the Services that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of the TOS or the Additional Terms, including, without limitation, utilizing misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of any content transmitted to the Site or through the Services;
• Except as explicitly permitted by the TOS and Additional Terms, or otherwise pre-approved in writing by Kingvest engaging in any commercial activity on the Site or including any links to commercial services or websites or uploading, posting or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;
• Interfering with any user's right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
• Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, "junk mail," "chain letters," unsolicited mass mailing, "spimming," or "spamming";
• Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Site or impair the proper functioning of the Site or the Services, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Site or the Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Site or the Services;
• Accessing or attempting to access the Site or the Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Site or the Services;
• Using the communication systems provided by the Site for any solicitation or other commercial purposes, except as explicitly permitted by the User Agreements or otherwise authorized by Kingvest, or Kingvest and the specific user, as applicable;
• Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Site regarding illegal activities with the intent to commit them;
• Making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, in connection with the purchase or sale of any security; and
• Engaging in any conduct that in Kingvest's sole discretion restricts or inhibits any other user from enjoying the use of the Site or any of the Services.

7. Pricing and Payment

Kingvest reserves the right to charge fees for use of the Site or specific Services, and may change the fees that it charges. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. You agree that, in addition to all other amounts payable under the TOS or the Additional Terms, you are responsible for paying all sales, use, value added or other taxes - federal, state or otherwise - however designated, that are levied or imposed by reason of your use of the Site and the Services. Kingvest will charge the payment method you specify at the time of purchase. You authorize Kingvest to charge all sums as described on the Site for the Services you select, to that payment method. If you pay any fees with a credit card, Kingvest may seek pre-authorization of your credit card account prior to your transaction to verify that the credit card is valid and has the necessary funds or credit available to cover your transaction.

8. Proprietary Property.

8.1 Kingvest Proprietary Property.

The Site and the Services are and contain proprietary property/content of Kingvest (such as logos, copyrights, trademarks, technology, processes, etc.) ("Kingvest Proprietary Property") which may be protected by copyright, trademark, patent, trade secret and other laws. Kingvest owns and retains all rights in and to the Kingvest Proprietary Property. "Kingvest'' and the Kingvest logo are trademarks of Sengbe Reg CF Portal LLC. Kingvest hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Kingvest Proprietary Property solely for your use in connection with using the Site and the Services for the purposes (if any) authorized by the User Agreement. Except as explicitly permitted in the TOS or any Additional Terms, you do not have the right to use the Kingvest Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Kingvest Proprietary Property. Except as expressly provided by the TOS or the Additional Terms, your use of the Kingvest Proprietary Property is strictly prohibited.

8.2 Third Party Proprietary Property.

The Services may contain proprietary property/content provided by third party Kingvest licensors (such as logos, copyrights, trademarks, etc.) ("Third Party Proprietary Property"). Unless otherwise expressly provided by the TOS or the Additional Terms, your use of the Third Party Proprietary Property is strictly prohibited.

8.3 Use of Proprietary Property

Unless expressly provided by the TOS or the Additional Terms, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Kingvest Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Site. You acknowledge that Kingvest is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. Kingvest does not endorse any content on the Site or any statement, opinion, suggestion or advice contained therein, and Kingvest expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Site. You further understand and agree that in the course of your use of the Site and the Services, you may be exposed to content on the Site that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against Kingvest with respect thereto.

9. Protecting Intellectual Property; Digital Millennium Copyright Act.

9.1 General.

Kingvest specifically prohibits users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Site or the Services any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Kingvest's policy to terminate, under appropriate circumstances, the account of users who are determined to be repeat infringers.

9.2 DMCA Notification.

If you are a copyright owner or an agent thereof and believe that any content made available via the Site infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Kingvest's copyright agent ("Copyright Agent") with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit Kingvest to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. The contact information for the Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, Sengbe Reg CF Portal LLC, 8 The Green, Ste. 16373, ℅ Sengbe Group LLC, Dover, DE 19901; email: info@kingvest.co.

9.3 Counter-Notice.

If you feel that any of your content was improperly removed or made unavailable to other users, please contact Kingvest's Copyright Agent via the contact information set forth above.

10. Links to Third Party Sites.

The Site and the Services may contain links to independent third-party websites and/or services (collectively, "Linked Sites"). The Linked Sites are not under Kingvest's control, and Kingvest does not endorse, is not responsible for and shall have no liability to you with respect to the business practices, privacy policies or content, materials, information, merchandise, products or services displayed, featured, mentioned, advertised, distributed or sold on or through such Linked Sites. By accessing a Linked Site, you may be disclosing your private information and be exposing yourself to content that you find disturbing. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. Kingvest encourages you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting. You agree that Kingvest is not responsible for and shall have no liability to you, with respect to merchandise, products, and/or services advertised, featured, mentioned, sold, distributed, displayed or linked on or through the Site or the Services.

11. Submitted Ideas/Feedback.

All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered by you through the Site and the Services or in response to solicitations made through the Site or the Services (collectively, "Feedback") is entirely voluntary and shall be deemed to be non-confidential and shall forever remain the sole property of Kingvest. You understand and acknowledge that Kingvest has both internal and external resources which may have developed, or may in the future develop, ideas, content, programming, etc. identical to or similar to your Feedback and you agree that Kingvest will not incur any obligation or liability to you or otherwise as a result of (i) any such similarities or (ii) Kingvest's review of any of the Feedback. Kingvest shall exclusively own, throughout the universe in perpetuity, and you hereby irrevocably assign, all rights of every kind and nature (whether currently existing or hereafter developed) in and to the Feedback and Kingvest shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation and/or submission to Kingvest of the Feedback. You hereby waive any and all of your rights of droit moral and similar rights with respect to the Feedback.

12. Disclaimer; Exclusion of Warranties.

KINGVEST PROVIDES ITS USERS WITH A SELECTION OF SERVICES, TOOLS AND RESOURCES WITH THE GOAL OF CONNECTING ENTREPRENEURS WITH INVESTORS WHO MAY BE ABLE TO PROVIDE FINANCING, ADVICE AND OTHER SUPPORT TO THEIR STARTUPS. KINGVEST IS NOT A "BROKER" OR "DEALER". KINGVEST DOES NOT ENDORSE ANY THIRD PARTIES, OR THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY STARTUP SEEKING TO RAISE CAPITAL THROUGH THE SITE OR USING THE SERVICES. KINGVEST MERELY SERVES AS A PLATFORM FOR INTERACTIONS BETWEEN ENTREPRENEURS OR STARTUPS AND INVESTORS. KINGVEST IS NOT INVOLVED IN THE ACTUAL TRANSACTIONS BETWEEN ENTREPRENEURS OR STARTUPS AND INVESTORS. KINGVEST IS NOT RESPONSIBLE FOR ANY INVESTMENT OR OTHER DECISIONS MADE BY ANY INDIVIDUAL OR ENTITY IN CONNECTION WITH ANY OPPORTUNITY POSTED ON OR THROUGH THE SITE OR THE SERVICES.

THE SITE AND THE SERVICES, AND ALL OF THE CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS POSTED ON OR PROVIDED BY OR THROUGH THE SITE OR THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. BY USING THE SITE AND/OR THE SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON SENSE IN MANAGING ALL CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK AND MATERIALS OFFERED AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT KINGVEST DOES NOT EVALUATE OR GUARANTEE AND SHALL NOT BE RESPONSIBLE FOR THE, INFORMATION, COACHING, ADVICE AND/OR FEEDBACK SERVICES GIVEN THROUGH THE SITE OR THE SERVICES. KINGVEST IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT, INFORMATION, COACHING, ADVICE, FEEDBACK OR MATERIALS.

KINGVEST IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY USER OR THIRD-PARTY CONTENT POSTED ON, THROUGH OR IN CONNECTION WITH THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE TOS OR THE ADDITIONAL TERMS, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF KINGVEST. UNDER NO CIRCUMSTANCES SHALL KINGVEST BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE OR THE SERVICES, FROM ANY CONTENT POSTED ON THE SITE OR THROUGH THE SERVICES (WHETHER SUCH CONTENT VIOLATES THE TOS OR ADDITIONAL TERMS OR NOT), FROM ANY SERVICES OFFERED THROUGH THE SITE OR FROM THE CONDUCT OF ANY USER OF THE SITE OR THE SERVICES OR ANY USER OF ANY LINKED SITE (REGARDLESS OF WHETHER SUCH CONDUCT VIOLATES THE TOS OR ADDITIONAL TERMS, OR WHETHER SUCH CONDUCT IS ONLINE OR OFFLINE).

KINGVEST ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE SITE. KINGVEST IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS, SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. KINGVEST DOES NOT GUARANTEE ANY RESULTS (SPECIFIC OR OTHERWISE) FROM YOUR USE OF THE SITE OR THE SERVICES AND KINGVEST MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE, THE SERVICES OR THE INFORMATION OR SERVICES PROVIDED THEREBY WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE AND/OR THE SERVICES. KINGVEST DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SITE, YOU AGREE THAT KINGVEST SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.

13. Limitation on Liability.

IN NO EVENT SHALL KINGVEST, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON THE SITE OR THROUGH THE SITE OR THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF KINGVEST SERVERS AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THROUGH THE SITE OR ANY OF THE SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR THE SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, (VIII) EMAILS OR OTHER TRANSMISSIONS OR COMMUNICATIONS MADE TO YOU THROUGH THE SITE OR THE SERVICES AND/OR (IX) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KINGVEST IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ANY LIMITATION OF LIABILITY IN THIS TOS OR ANY OTHER USER AGREEMENT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, BUT NO LIMITATION OF LIABILITY IN ANY USER AGREEMENT IS INTENDED TO LIMIT THE RIGHTS OF ANY PERSON UNDER FEDERAL AND STATE SECURITIES LAW.

14. Termination.

You may terminate your account at any time by contacting Kingvest at info@kingvest.co. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of this TOS, your permission from Kingvest to use the Services will terminate automatically. In addition, Kingvest may in its sole discretion terminate your user account for the Site or Services or suspend or terminate your access to the Site or Services at any time for any reason or no reason, with or without notice. Kingvest also reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.

15. Governing Law; Disputes; Arbitration

This agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows:

(A) All parties to this agreement 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.

(B) Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.

(C) The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(D) 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 20 days prior to the first scheduled hearing date.

(E) The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

(F) 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.

(G) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement."

15.1 Governing Law; Venue and Jurisdiction; Waiver of Jury Trial.

The User Agreements shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law provisions. If a lawsuit or court proceeding is permitted under a User Agreement, then you and Kingvest agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Kent County, Delaware for the purpose of litigating any dispute. EACH OF YOU AND KINGVEST HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY USER AGREEMENT. FURTHER, EACH OF YOU AND KINGVEST HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF YOU AND KINGVEST ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR EACH OF THEM, RESPECTIVELY, TO ENTER INTO THIS TOS.

15.2 Disputes With Other Users.

You are solely responsible for your interactions with users of the Site and the Services, and any other parties with whom you interact on or through the Site, the Services and/or the Linked Sites. Kingvest reserves the right, but has no obligation, to become involved in any way with these disputes.

15.3 Dispute Resolution.

15.3.1. Generally. In the interest of resolving disputes between you and Kingvest in the most expedient and cost effective manner, and except as described in Section 15.3.2, you and Kingvest agree that every dispute between you and any Kingvest affiliate arising in connection with the User Agreements will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of any User Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TOS, YOU AND KINGVEST ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

15.3.2. Exceptions. Despite the provisions of Section 15.3.1, nothing in any User Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; (d) to file suit in a court of law to address an intellectual property infringement claim; or (e) pursue any available remedies under federal or state securities law.

15.3.3 Arbitrator. Any arbitration between you and Kingvest will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this TOS, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Kingvest.

15.3.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). Kingvest's address for Notice is: Sengbe Reg CF Portal LLC, 8 The Green, Ste. 16373, ℅ Sengbe Group LLC, Dover, DE 19901. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Kingvest may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Kingvest must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Kingvest will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Kingvest in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.

15.3.5. Fees. If you commence arbitration in accordance with this TOS, Kingvest will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Suffolk County, Massachusetts, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Kingvest for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

15.3.6 No Class Actions. YOU AND Kingvest AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Kingvest agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

15.3.7 Modifications to this Arbitration Provision. If Kingvest makes any future change to this arbitration provision, other than a change to Kingvest's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Kingvest's address for Notice, in which case your account with Kingvest will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

15.3.8. Enforceability. If Section 15.3.6 is found to be unenforceable or if the entirety of this Section 15.3 is found to be unenforceable, then the entirety of this Section 15.3 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15.1 will govern any action arising out of or related to any User Agreement.

16. Indemnity.

You agree to defend Kingvest, its subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, stockholders, members, agents, partners and employees (the "Kingvest Indemnitees"), from and against any and all claims, actions, suits, demands or other proceedings brought by or on behalf of any third party, and to indemnify and hold the Kingvest Indemnitees harmless against any losses, liabilities and other damages (including, but not limited to, reasonable attorneys' fees), in any case arising out of or related to (i) your access to and/or use of the Site and the Services, including, without limitation, your use of the Site and the Services in connection with any transaction in securities; (ii) a violation or breach by you, or any user of your account, of any provision of the TOS or of any Additional Terms, including, without limitation, a breach of any of the representations, warranties or agreements set forth in the TOS and the Additional Terms; and/or (iii) any content that you post on or through the Site or the Services. This defense and indemnification obligation will survive following the termination of your use of the Site and the Services.

17. Other Terms.

Kingvest has the right to assign the User Agreements and/or its rights thereunder, in whole or in part, to any third party. You do not have the right to assign the User Agreements, except if and to the extent explicitly permitted in the Additional Terms. If we assign these Terms and your rights materially change, we will notify you and you will have the right to cancel your agreement to these Terms by cancelling your account. The failure of Kingvest to exercise or enforce any right or provision of the User Agreements shall not operate as a waiver by Kingvest of such right or provision. The section titles in the User Agreements are for convenience only and have no legal or contractual effect. The User Agreements operates to the fullest extent permissible by law. If any provision of the User Agreements are held by a court or other tribunal of competent jurisdiction to be unlawful, void or unenforceable, such provision (i) is deemed severable from the User Agreements and does not affect the validity and enforceability of any remaining provisions which shall remain in full force and effect and (ii) shall be limited or eliminated to the minimum extent necessary to comply with the applicable law. Kingvest reserves all rights in and to the Site, including the Services and the other content posted thereon, unless otherwise expressly provided by this TOS or the Additional Terms. Kingvest reserves the right to modify or discontinue any aspect of the Services at any time without prior notice and without any liability to you.

We reserve the right to amend provisions of these Terms at any time, subject to the conditions set out below, if such amendment is reasonable for you, taking into account our interests, and provided that it does not change our main obligations under the contract to your disadvantage. This applies in particular if we have an amendment reason as outlined below.

A reason for the amendment exists:

• if the change is merely advantageous for you;
• if the change is purely technical or procedural, unless it has a material effect on you;
• to the extent that we are obliged to bring these Terms into conformity with applicable law, in particular if the applicable legal situation changes or we are obliged to do so by a court judgment or a decision of the authorities against us; or
• to the extent that we introduce additional services, services or service elements that require a service description in these Terms.

If we make changes to these Terms, we will notify you by email and by posting a notice to the Services prior to the effective date of the changes. We will also indicate at the top of these Terms the date that revisions were last made. Changes will be deemed approved if you do not object to them electronically within 4 weeks of the announcement of the respective change, provided that in the announcement, we will inform you that the amended Terms shall be deemed to have been accepted by you if you do not object to the new Terms within the aforesaid period after receipt of the e-mail.

Force Majeure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, a significant failure of the Internet, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, pandemic, government requirement, civil disturbances, or civil or military authority.

20. Your Responsibilities as an Investor.

You are a self-directed investor who is individually responsible for determining the suitability of your investment decisions. Kingvest is not responsible for the investment decisions made by you or on your behalf. Kingvest is not responsible for the strategies, actions or inactions taken with respect to your Kingvest Investments. Kingvest is not responsible for the gains or losses you incur. The employees, agents and representatives of Kingvest are not authorized to give you investment advice, and any instructions you receive from Kingvest with respect to Kingvest Investments will be limited to technical or administrative guidance.

You assume individual responsibility for determining the suitability of all investment decisions and strategies you make or implement. You must base your investment decisions upon all information reasonably available to you and your own assessment of risks and rewards. You are solely responsible for knowing the rights and terms for all investments you make in Kingvest Investments.

For further information related to the risks associated with Kingvest Investments, refer to the Investor Agreement.

21. Contacting Kingvest; Reporting of Violations.

You may contact Kingvest at info@kingvest.com. Please report any misuse of the Site or the Services or any violation of the TOS by sending an email to Kingvest at info@kingvest.com.

B. INVESTOR AGREEMENT

PROVISIONS GOVERNING THE USE OF THE KINGVEST SITE BY INVESTORS AND INVESTMENTS IN OFFERINGS

Sengbe Reg CF Portal LLC and its affiliates operate the website located at Kingvest.co (the "Site"), which facilitates securities offerings (the "Offerings") by early stage, start-up companies ("Startups"). The Offerings are made pursuant to:

• Regulation Crowdfunding of the Securities Act of 1933 ("Reg CF Offerings"), which are facilitated either through the portion of the Site operated by Sengbe Reg CF Portal LLC (the "Portal")

Your ability to participate in a particular Offering may depend on your income or net worth and/or your recent participation in certain other Offerings, as described further below. By using this Site, you are agreeing to the terms and conditions of this Kingvest Investor Agreement, which includes, by reference, the Kingvest Terms of Service (the "Terms of Service") and the other agreements listed in Section 1 below (collectively, this "Agreement"), and you are agreeing to the following terms, among others, with respect to your use of the Site as a registered member of the Site (a "Member").

TERMS OF THIS AGREEMENT

Table of Contents

1. General; Documents Incorporated by Reference into this Agreement
2. Agreements with respect to the Site and all Offerings
3. Agreements with respect to Reg CF Offerings

1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you and sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services and tools on the Site (the "Services"). . If you participate in a Reg CF Offering, this Agreement is also between you and Sengbe Reg CF Portal LLC. For ease of reference, when Sengbe Reg CF Portal LLC and its affiliates are referred to together in this Agreement, they are referred to as "Kingvest," "we," or "us."

This Agreement incorporates by reference the Terms of Service. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services (as those terms are defined in the Terms of Service). Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.

This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies and procedures that may be published by Kingvest from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Kingvest from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.

The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference, to the extent applicable to a given Offering:

• The Site’s Terms of Service;
• The information on the Site about the particular Startup (such information, the "Startup Information");
• The Indication of Interest and Subscription Agreement (together, the "Subscription Agreement") or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);
• The terms of each Offering (the "Offering Terms") in which you invest, as provided to you and set forth in the applicable documents;
• For a Reg CF Offering, this will include: (i) the Startup’s Form C; and (ii) the Startup’s Kingvest Portal profile; and
• Any other information provided to you with respect to an Offering or the Site via the Site.

You should carefully read each of the above documents, to the extent relevant to the given offering, before subscribing to that Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Kingvest, and you are responsible for understanding the content of those agreements.

2. AGREEMENTS WITH RESPECT TO REG CROWDFUNDING OFFERINGS

2.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that, while Kingvest Portal will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Reg CF Offerings in the prior 12 months when determining whether to permit you to participate in a particular Reg CF Offering.
• You acknowledge that you are limited in the amount you may invest in offerings under Reg CF over any 12 month period and that, even though Kingvest Portal will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Offerings, both through the Site and not through the Site;
• You understand that any investment you make in a Reg CF Offering on the Site will be in a security of the particular Startup ("Startup Securities") or securities of an SPV that subsequently purchases Startup Securities, and that neither Kingvest Portal nor any of its affiliates will determine the Offering Terms or be involved in the management of the Startup
• You represent that you have or you will review the educational materials provided to you on the Kingvest Portal portion of the Site prior to making each investment in a Reg CF Offering.

2.2 INVESTOR REPRESENTATIONS

You represent and warrant to Kingvest that the answers you provided to the questions in the Investor Certification page are correct and complete and may be relied upon by Kingvest Portal in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Startup. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect (including with respect to other investments made by you under Reg CF in the prior 12 months), then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that Kingvest Portal and their principals, affiliates, and other parties may rely, on the information you have provided to Kingvest Portal in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

4.3 CHOOSING AND MAKING INVESTMENTS

4.3.1 Services of Kingvest with Respect to Reg CF Offerings

Kingvest operates the portions of the Site that present Reg CF Offerings by Startups. Members are not clients of Kingvest. Although Kingvest evaluates potential Startups and determines which Startups will be able to engage in Reg CF Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Members invest in any particular Startup, and does not establish an advisory relationship between you and Kingvest.

For all Startups listed on the Kingvest Site, Kingvest performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Kingvest has a reasonable basis for believing that the Startup complies with Reg CF). The information reviewed includes all information in the Startup’s profile and in its Form C. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Kingvest nor its affiliates performs any separate due diligence on the Startups.

You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Kingvest.

You also acknowledge that none of Kingvest, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal or transactional advisory services to Members. The information, materials and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Kingvest or their affiliates to buy or sell any securities or other financial instruments. Neither Kingvest nor any of their affiliates provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

4.3.2 Investments in Reg CF Offerings through Startup Securities

In Reg CF Offerings, Kingvest provides Startups an opportunity to raise funds by allowing Members to invest either (i) directly in Startups seeking capital or (ii) in SPVs (as defined below) which in turn invest in startups (as further described in Section 7 below), from both accredited and non-accredited investors. Startups seeking to raise money through Reg CF are limited to raising a maximum of $5 million through Reg CF Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 4.3.8 – "Investor Eligibility Requirements."

Members participating in Reg CF Offerings (or SPVs through which Members invest, as applicable) will invest in Startup Securities, which will be debt, equity, or convertible securities issued by the Startup. The terms of the Startup Securities purchased in Reg CF Offerings will vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest (directly or via an SPV) and read the educational materials available on the Site about each type of security.

The terms of your investment will be set forth in the Startup Information and will be governed by the investment contract between you and the Startup (or the SPV, as applicable). The Startup may reject your investment for any reason or for no reason in its discretion.

Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or other type of account into a bank account maintained by a bank for the benefit of the Startup and other Startups raising funds through Kingvest. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.

Your investment in Startup Securities may only be processed if a predetermined Funding Target is reached in a particular Reg CF Offering by the deadline set forth in the Startup Information ("Target Deadline") provided on the Site. Funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached by the Target Deadline. If the Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest. If the Funding Target is reached prior to the Target Deadline and the Startup desires to move the Target Deadline up, Kingvest will provide you with at least five business days’ notice of such change. Otherwise, Kingvest will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Startup may also decide to accept investments that exceed the Funding Target. In this case, the Startup will provide investors with information regarding the Maximum Amount that will be accepted and the manner of allocating excess subscriptions. You will receive notice from Kingvest when a Startup for which you have submitted an investment contract has closed, and whether your investment in the Startup will be processed.

You may revoke your investment in a Startup during the Fundraising by providing notice to Kingvest as provided on the Site. You may also revoke your investment at any time up until 48 hours before the Target Deadline. After that, your investment in the Startup can be processed. None of Kingvest or any of their affiliates will take physical custody of your funds.

You acknowledge that, in Reg CF Offerings, if the Funding Target is not reached, your funds will be returned to you without interest.

4.3.3 Limitation on Subscriptions

You acknowledge that no Startup for which you submit an investment contract has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.

4.3.4 Aggregate Subscriptions

With respect to any Reg CF Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Reg CF, as discussed further below in Section 4.3.8.

4.3.5 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Kingvest and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that Kingvest and any of their affiliates, or any member, manager or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or other third party or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Kingvest or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by Kingvest or any of their affiliates. You acknowledge that none of Kingvest, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

4.3.6 Fees Charged in Respect of Reg CF Offerings

Kingvest will charge a fee to each Member who invests in a Reg CF Offerings, which will be a percentage of the amount the Member invested at the time each Reg CF Offering closes.

4.3.7 Subscribing for Startup Securities

The Startup Securities offered to Members (directly or via an SPV) in Reg CF Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Startups will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $100 at a minimum.

4.3.8 Investor Eligibility Requirements

In accordance with Reg CF’s requirements, you are not permitted to invest more than a certain amount in offerings made under Reg CF (including those not made through the Site) during any single 12 month period, which amount is determined based on your own financial circumstances. In particular, if your annual income or net worth is less than $107,000, you may only invest a maximum amount equal to the greater of $2,200 or 5 percent of the greater of your annual income or your net worth. If both your annual income and net worth are equal to more than $107,000, you may only invest a maximum amount equal to 10 percent of the greater of your annual income or net worth, but you may not invest more than $107,000 through all Reg CF offerings.

Further, you understand and agree that Kingvest is permitted under Reg CF to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Reg CF Offering.

4.4 RISKS ASSOCIATED WITH REG CROWDFUNDING OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing interests in a Startup. You should also carefully consider the following risks prior to investing in a Startup:

4.4.1 General

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who meet the conditions for eligibility set forth in this Agreement. An investment in a Startup is not intended as a complete investment program. Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. After a Liquidity Event (if any), you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

4.4.2 No Guarantee of Investment Returns

None of Kingvest, or any of their affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

4.4.3 Restrictions on Resale or Transfer

The Startup Securities are issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Startup Securities purchased through the Site in Reg CF Offerings cannot be resold, pledged, assigned or otherwise disposed of during the one-year period starting with the date of purchase, unless they are transferred: (1) to the Startup itself; (2) to an "accredited investor" (as defined in as defined in Regulation D under the 1933 Act); (3) in connection with a registered offering of the Startup Securities with the SEC; (4) to a family member of the Member, or to a trust of the Member or one of its family members; or (5) in connection with the Member’s death or divorce.

However, even if you are able to sell or transfer your Startup Securities, there is a limited market for the sale of a Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Startup.

4.4.4 No Control Over Management of the Startups

You will not have any right to manage, influence or control the management or operations of Startups. In particular, you will not have, or will have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

4.4.5 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

4.4.6 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating or otherwise—regarding each Startup. You should read and understand the risk factors contained in the Startup Information, including the Form C, before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities.

4.4.7 No Assurance of Profit

An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Kingvest’s control. You will typically not receive returns, if any, until a Liquidity Event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

4.4.8 Direct Investment in Startups in Reg CF Offerings

In Reg CF Offerings, Members will invest in the securities of Startups either directly or via a SPV. The Startup will not be managed by Kingvest or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg CF Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between a Member and the Startup.

4.4.9 Lack of Regulatory Oversight of Reg CF Offerings and Offering Materials

Kingvest is registered as a funding portal with the SEC and is a member of the Financial Industry Regulatory Authority ("FINRA"). As such, Kingvest must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Startups must file with the SEC a disclosure document called a Form C and updates and amendments to the Form C. However, the funding portal regulatory regime and the Form C are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings.

4.4.10 Review of Reg CF Offering Documents by SEC and Kingvest No Indicator of Likely Success of Startup or Guarantee of Investment Returns

Under Reg CF, a Startup must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, Kingvet will perform a limited review of Startups, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Startup to engage in Reg CF Offerings on the Site. However, none of the SEC or Kingvest will be reviewing any Startup’s Form C or other offering materials with the view to determine the likelihood of success of the Startup’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Startup’s Form C by the SEC under Reg CF does not indicate the SEC’s endorsement of such Startup or its view with regard to the likely financial performance of the Startup or the advisability of investing in such Startup, and is not a guarantee of investment returns.

4.4.11 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

4.4.12 Possibility of Phantom Income

It is possible that your investment will result in "phantom income," which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

4.4.13 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup.

Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP OR SPV SECURITIES.

4.5 CONFLICTS OF INTEREST ASSOCIATED WITH REG CF OFFERINGS

4.5.1 General

Sengbe Reg CF Portal LLC will facilitate Reg CF Offerings, and its affiliates, members, managers, officers and/or employees will manage other businesses. Certain inherent conflicts of interest arise from the activities of Sengbe Reg CF Portal LLC and its affiliates. You should carefully consider the conflicts of interest described in the Terms of Service, this Agreement, and on the Site prior to investing in a Startup.

C. STARTUP AGREEMENT

I have read the Terms of Service (the "Terms of Service") and understand that the Terms of Service govern my use of the Site and the Services (as those terms are defined in the Terms of Service). If I am accessing the Site and/or using the Services on behalf of a Startup (as defined in the Terms of Service), my agreement to this Startup Agreement will be treated as the agreement of both me as an individual and for Startup, and all references to "I" or "you" herein shall include Startup.

I represent and warrant to Sengbe Reg CF Portal LLC (together, with their affiliates, "Kingvest") that the information submitted about my Startup is correct and complete, and that I have the requisite authority to make decisions on behalf of my Startup. I understand and agree that if any event occurs or circumstance arises that causes the information in Startup's profile to be untrue or misleading in any material respect, then I must update such information to make it true and correct in all material respects prior to using the Site or any Services to raise capital. I agree that I am fully responsible for the accuracy of any information related to Startup that I upload, and I am fully responsible for any and all consequences and claims related to any investment that is made in Startup through the Site in reliance upon such information.

I UNDERSTAND THAT THE OFFER AND SALE OF SECURITIES – INCLUDING, WITHOUT LIMITATION, STOCK, OPTIONS, CONVERTIBLE DEBT, WARRANTS AND OTHER SIMILAR INSTRUMENTS – IS REGULATED BY FEDERAL AND STATE LAW ("SECURITIES LAWS"), AND THAT IF I USE THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES I MUST DO SO IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

I UNDERSTAND THAT KINGVEST, IN ITS SOLE DISCRETION AND FOR ANY REASON, RESERVES THE RIGHT TO CLOSE THE STARTUP’S OFFERING AT ANY TIME.

I UNDERSTAND THAT KINGVEST MAKES NO REPRESENTATION OR WARRANTY THAT TRANSACTIONS CONDUCTED THROUGH THE SITE WILL BE IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS. I ACKNOWLEDGE THAT USE OF THE SERVICES AVAILABLE THROUGH THE SITE TO CONDUCT ANY TRANSACTION INVOLVING SECURITIES DOES NOT CONSTITUTE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, AND MAY VIOLATE APPLICABLE SECURITIES LAWS IN CERTAIN JURISDICTIONS.

I UNDERSTAND THAT KINGVEST. IS NOT A "BROKER" OR "DEALER", AS THOSE TERMS ARE DEFINED IN SECTION 3(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. I UNDERSTAND THAT KINGVEST IS A "FUNDING PORTAL".

IN ADDITION TO, AND NOT IN LIMITATION OF, THE DISCLAIMERS, EXCLUSIONS ON WARRANTIES AND LIMITATIONS ON LIABILITY SET FORTH IN THE TERMS OF SERVICE, I AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW KINGVEST SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM OR RELATED TO ANY TRANSACTION IN SECURITIES CONDUCTED THROUGH THE SITE.

In addition to, and not in limitation of, the indemnity set forth in the Terms of Service, I agree to defend Kingvest, and their subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, stockholders, members, agents, partners and employees (the "Kingvest Indemnitees"), from and against any and all claims, actions, suits, demands or other proceedings brought by or on behalf of any third party, and to indemnify and hold the Kingvest Indemnitees harmless against any losses, liabilities and other damages (including, but not limited to, reasonable attorneys' fees), in any case arising out of or related to my use of the Site and the Services in connection with any transaction in securities. I understand this defense and indemnification obligation will survive following the termination of my use of the Site and the Services.

I agree that Kingvest shall have the right, but not the obligation, to list Startup on the Site as a customer who uses the Services and in other materials promoting the Services. I further agree that if I use the Site to raise capital for Startup, Kingvest has the right, during and after the term of this Agreement, to list Startup and details of the transaction on the Site and in other materials promoting the Services.