EPG

Platform & Website Terms & Conditions

IMPORTANT NOTICE: THIS AGREEMENT (hereinafter “Agreement”) IS A BINDING CONTRACTUAL AGREEMENT BETWEEN US AND YOU; IT CONTAINS A BINDING DISPUTE RESOLUTION PROVISION AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS WHICH GOVERN DISPUTES ARISING FROM USE OF THE PLATFORM AND RELATED SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE PROVISIONS BELOW. PLEASE READ CAREFULLY. THIS AGREEMENT MAY BE PRINTED FOR YOUR RECORDS BY UTILIZING YOUR WEB BROWSER'S STANDARD PRINT FUNCTION.

Acknowledgment and Acceptance of Terms of Use

This Agreement is entered into by and between the user of the Platform (“you”) and Eastern Point Global, LLC and its Affiliates and Third Parties (jointly “Eastern Point Global, LLC,” “EPG,” “we,” or “us”). As used herein, "Third Parties" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, investment fund or trust, or similar organization or entity controlling, controlled by, affiliated with by agreement, or under common control with EPG, as well as the officers, managers, current and former employees, shareholders, and service providers of the preceding. The following provisions, together with any documents they expressly incorporate by reference, govern your access to, and use of, this Platform, all associated or linked EPG websites and associated ministerial trust administration, escrow, and other services, or related services provided by EPG, its Affiliates, or its Third Parties. The preceding jointly includes, but is not limited to, the website https://www.easternpoint.global and any linked or affiliated websites Including not limited to any content, functionality, and services offered on or through the same (collectively, the “Platform”), whether as a guest or a registered user.

Please read this Agreement carefully. This Agreement constitutes a binding legal agreement inconsideration of, and regarding your use of, the entire Platform. By using or accessing the Platform, you acknowledge that you have read this Agreement(located at https://www.easternpoint.global/terms-and-conditions) and our Privacy Policy (located at https://www.easternpoint.global/privacy-policy).With each access or use of the Platform, you agree to this Agreement as it may be amended from time to time. For the purpose of clarity and the avoidance of doubt, this Agreement may be accessed through either of the above-referenced URLs, and any link referring to either URL is a link to this Agreement, which is binding on You. You and the Parties in Interest (as defined below), by your access or use, acknowledge and agree that this Agreement is a contract and that failing to abide by its terms is a breach of contract.

THIS AGREEMENT CONTAIN BINDING WAIVERS AND DISCLOSURES WHICH MAY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THE INFORMATION FULLY AND CAREFULLY.

This Agreement is a separate legal agreement and is in addition to, and not a replacement for, any other agreement you may enter into with EPG. Additionally, this Agreement may also be incorporated by reference and made part of any other agreement you enter into with EPG or any Account(s) you create.

Your access to, and use of, the Platform and ongoing services are conditioned upon your acceptance of, and compliance with, this Agreement. This Agreement applies to all visitors, users, Beneficiaries, Claimants, and others who wish to access or use the Platform.

The Platform is offered and available to users who are 18 years of age or older. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with EPG and meet all eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

DEFINITIONS:

“Abusive, Frivolous, Malicious, and Extortive Actions” means making, causing to make, engaging in, or causing another Person or Entity to engage in : (i) filing baseless, meritless, or frivolous Claims (Including those that are meant to be abusive of the judicial process) against Us, Our Affiliates, the Account(s), the Account Documents, or Our exercise of discretion as contemplated in this Agreement and in the Account Documents; (ii)extortive threats or financial demands, Including demands outside of the Alternative Dispute Resolution Process against Us; (iii) abusive, defamatory, frivolous, harassing, or malicious public statements against Us, Our Affiliates, the Account(s), the Account Documents, or Our exercise of discretion as contemplated in this Agreement and in the Account Documents; (iv) repetitive, obnoxious, abusive, harassing, or malicious contact or interaction with Us, Our Affiliates, the Account(s), the Account Documents, or Our exercise of discretion as contemplated in this Agreement and in the Account Documents; (v)any other direct or indirect public or private acts of threats, harassment, intimidation, or other such targeted acts against Us, Our Affiliates, the Account(s), the Account Documents, or Our exercise of discretion as contemplated in this Agreement and in the Account Documents; or (vi) any other direct or indirect, public or private, action designed to threaten or harass Us into taking an action contrary to applicable law, the Account(s), or Our established administrative procedures or policies; (vii) a breach of any provision of this Agreement or any provision contained the associated Account Documents, Including but not limited to the Non-Compete and Non-Disclosure and Public Statements and Non-Disparagement provisions herein; or (viii) any other direct or indirect, public or private, action designed to circumvent the terms, purpose, or intent of this Agreement and the associated Account(s).
“Account” For the purposes of this Agreement, “Account” means any trust, escrow, or other type of financial arrangement or wallet which holds property in the name of said Account.
“Account Documents” means, without limitation, (i) this Agreement, including all of its sections and incorporated elements or documents, the terms of the underlying Agreement, or other services and/or joiner agreements; (ii) all other agreements, disclosures, documents, riders, supplements, addenda, schedules, exhibits, statements, forms, appendices, and instructions that may now or hereafter govern or relate to the Platform and any Service We provide to a User or Parities in Interest; and (iii) all renewals, supplements, amendments and modifications of any of the preceding. The preceding shall not include any marketing or other descriptive material We may publish or have published from time to time.
“Account Statement” means any periodic statement delivered or made available by Us in the manner agreed upon, including by mail or electronically, that shows Account transactions, activity, and balances. By each Utilization of the Platform, You Agree to permit Us to deliver communications, Account Statements, related Notices, and Disclosures in electronic form instead of providing such items in hardcopy form.
“Account Holder” means, if applicable, (i) the natural Person; (ii) corporation; or (iii) partnership, broker, custodian, or other Entity in whose name the Account is opened. The singular of Account Holder, where appropriate, shall include the plural.
“Acknowledged Instrument” means a written instrument of Notice, petition, Request, form, or instruction delivered directly to Us according to the Notice Provisions herein that, in Our sole authority and absolute discretion (i) is a distinctly clearly legible and unambiguous statement of information, intent, or instruction; (ii) a then-current authorized form issued by Us; and (iii) all Acknowledged Instruments shall be executed by an authorized party. Acknowledged Instruments shall be governed by the date of receipt by Us and not the date of the instrument, date of postmark, transmission, or date of shipping. Further, any Acknowledged Instrument, Notice, payment, demand, or communication required or permitted to be delivered or given by the provisions of this Agreement shall be deemed to have been effectively delivered or given and received on the date delivered to Us. Any such Acknowledged Instrument, Notice, payment, demand, or communication required or permitted to be delivered or given by the provisions of this Agreement shall be deemed to have been effectively delivered or given and received by You on the date when deposited with a postage carrier via registered or certified mail, with postage and charges prepaid, and addressed from Us to You at the address set forth in the relevant schedules of the account documents or Your Online Portal.
“Additional Use” means (i) Your access or any use of the Platform or Services, webpage, or related URL or sub-URL beyond the date and time of Your first access session to the Platform or Services or (ii) any additional or continued access (or access session) of the Platform, including any other use, linking, reading, downloading, printing, copying, screen capture, or use of other Platform functions or Services, links, or pages beyond the first accessed page within the Platform, or (iii) any other use (or access session) of the Platform or Services, and You Agree that any of the preceding shall constitute Your acceptance of this Agreement and the associated Document Components as applicable, including additional requirements that We may impose, under the related terms, from time to time. For clarity, You may view the Terms of Use and Privacy Policy during before Your initial access session without binding effect. Notwithstanding the foregoing, You Agree that (i) any use, subsequent use, access, or access session, or (ii) any login, or (iii) creating a User log-in, User Account, or any Account shall permanently shall result in (i) Your waiver of all rights, defenses, including affirmative defenses, and claims at law, inequity, or by other legal theory, and (ii) the binding effect of this Agreement shall then be effective as of your first access or use.
“Adverse Effect” means one or more unfavorable consequences(financial, operational, or otherwise) regardless of degree resulting in a negative effect (i) on Our business, its general affairs, management, condition, financial condition (including resulting costs and expenses such as additional insurance costs), operations, reputation, marketplace standing, erosion of prominence, stockholders’ equity, assets (tangible and intangible),future expectancy and opportunity including secondary investment income(tangible and intangible); (ii) on any use of Our Collective Intellectual Property; (iii) on any and all other financial prospects or conditions which may arise when taken as a whole; or (iv) in Us having at least one Claim.
“Agency” With each use or access of the Platform and website in your role as user, agent, authorized representative, attorney or broker for any Parties in Interest, this Agreement shall contractually apply, jointly and severally, to (i) you as the agent, authorized representative, attorney or broker; (ii) your employer, law firm, broker age firm for which you act; and (iii) the Parties in Interest for which you act or represent.
“Agent” means the Person or Entity which acts, by attestation, appointment, or acting in fact as the authorized or legal representative of one or more Parties in Interest as Agent. The Agent, by attestation, under penalty of perjury, has manifested to Us that they hold the right and power to bind the Parties in Interest in all matters, including Requests and such actions requiring approvals. It is Agreed that We shall, in Good Faith, rely on this attested power and authority of the Agent and render all services pursuant to this Platform and Account Documents under the information and attestations of the Agent or the Agent’s designated representative.
“Agree” (a.k.a “Agreed”) means the voluntary, irrevocable, unconditional, complete and undisputed acknowledgment, understanding, confirmation, affirmation (or reaffirmation as the case may be), and agreement with the given provision(s).
“Agreement” means this document titled “Terms of Use.” However, for purpose of clarity and avoidance of doubt, from time to time, the phrases “Terms of Use,” “Terms and Conditions,” and “Agreement” are used interchangeably, without prejudice or loss of effect. All refer to this document titled “Terms of Use,” which governs Your use of the Platform and Services. Further, the use of “herein” shall equally mean the entire Agreement.
“Also Known As” or “a.k.a” means the alternative reference toa term or definition that carries the same meaning and definition of thedefined term or definition.
“Claim” means any claim, counterclaim, defense (affirmative orotherwise), objection, actions, causes of action, allegation, complaint, orsimilar cause of dissatisfaction at law, equity, or under any other theory.
“Commercially Reasonable” means reasonable commercial standards of Fair Dealing including any one of the terms, limitations, conditions, practices, methods, acts or in actions which any one of the following apply (i) the conditions, terms or limitations agreed or stipulated to by any agreement, including this Agreement, or (ii) in the exercise of reasonable judgment or Ordinary Care in light of the facts known,; or (iii) any other term, act or inaction, done in Good Faith; or (iv) We acted on the basis of the attestation that all available or related information has been fully provided to Us at the time the instructions, request of petition were fulfilled to accomplish the desired result consistent with reliability, safety, expedition, and regulation; or (v) commonly accepted commercial practices; or (vi) correspondingly similar or near similar practices based or influenced by statute, regulation, common law, other commercial practice, case law, professional advice, or other agreements in ordinarily effect by the Us with other parties. It is stipulated that the meaning of Commercially Reasonable shall apply in the broadest possible context to establish the presumption of commercial reasonableness and Fair Dealing, including the preceding. The burden of proof is on the party asserting that a provision is not Commercially Reasonable.
“Conspiracy” means any actual or attempted actions that are generally intended to operate as a plan (whether the plan is concealed, a secret plan, or a pact, or whether said plan of conspiracy is written, oral, or defined by actions) between two or more Persons to commit (i) an unlawful or harmful act against Us, or (ii) a breach of any term or provision herein. A Conspiracy is typically defined by elements of attempted deception or hidden motives with the conspirators working together to achieve a specific goal that would/will violate this Agreement, Account Documents, statutes, or common laws, commercial or ethical standards, or social norms. Conspiracies generally involve plots to benefit, at the expense of the breached or targeted party, the conspiring parties’ personal and business financial interests, business interference, power, revenge, control, or manipulation of events in ways that are not immediately apparent to the target party until subsequently discovered. For clarity, it is a Conspiracy when any coordinated effort occurs between two or more parties to violate the terms of a legally binding contract intentionally, or when one or more parties work to coordinate together to undermine Our rights, this Agreement, or the Account Documents provisions, or deliberately prevent their performance. The foregoing shall apply with or without the requirement to establish the malicious intention of the parties involved in the conspiracy or causing harm to Us. A party to a Conspiracy is equally liable, jointly and severally, for the acts of any and all other parties involved in the conspiracy.
“Derivative Work Product” means any (i) derivative technologies, reverse-engineered elements, business processes, systems,websites, technology, products, or services, Including direct, indirect, derivative, or consequential work products, Including but not limited tosystems, source code, websites, processes, materials, procedures, marketingmaterials, resulting directly or indirectly form the use or access to, receiptof, or possession of the Misappropriated Property by you or as part of aConspiracy, or (ii) any work product like elements that are directly orindirectly derived from Our Collective intellectual Property, Trade Secrets, orIndustrial Property, Including any other Misappropriated Property. Theforegoing includes any modifications, adaptations, reverse engineering, developments or derivative work based on suchCollective Intellectual Property, Trade Secrets, or Industrial Property, includingany other work product arising from or as part of a Conspiracy. This term isintended to be interpreted and applied in the broadest possible context toensure the rightful protection of intellectual property and other proprietaryrights and deter misappropriation.
“Direct and Indirect Misgotten Revenue” means all resulting revenue or income (received, deferred, payable under any contract or agreement, or otherwise pending in the future), without offset or allowance of any expense, overhead, taxes, or other cost (regardless of nature or type of said cost), produced or resulting, whether directly or indirectly, from the breach received by the breaching Parties in Interest and their co-conspirators, and includes but is not limited to any and all income, revenues, commissions, assets, payments, concessions, overrides, contracts, business deals, secondary investment income, sales, customer lists, accounts receivable, any other income(whether actual or constructive), or any other compensation or consideration gained or facilitated directly or indirectly via the violation by the Parties in Interest or their co-conspirators. The foregoing shall be construed in the broadest possible context and Include any Direct and Indirect Misgotten Revenue received, or under the control of themselves, their alter egos, and Entities and Persons under their control.
“Entity”(a.k.a. “Entities”) means any legally recognized organization or business structure that is created, organized, and governed under applicable laws, regardless of type. This includes but is not limited to corporations, general partnerships, joint ventures, associations, cooperatives, anonymous societies, and any and all other legal structures created to engage in commercial, financial, or other legal activities and operating independently of its owners, members, and shareholders. For clarity and avoidance of doubt, the term “Entity” encompasses non-profit, for-profit, and non-governmental organizations, irrespective of their purpose, mission, or vision. Finally, any arrangement in which a Person is not operating in their individual personal capacity or under a fictitious name or DBA(doing-business-as) shall be considered an “Entity.”
“Foreground and Background Intellectual Property (IP)” means all Intellectual Property (IP) worldwide, including patents, unpatented inventions, innovations, web delivery systems, copyrights, document design, trademarks, templates, mask works, online functionality, Trade Secrets, standard operating procedures (SOPs), businessprocesses and methods, know-how, Account Documents, Platform and Services, andall other forms of Intellectual Property conceived or first reduced to practice, or to a tangible medium of expression, or conceived or made orutilized during Our performance under this Agreement and all Intellectual Property embodied under this Agreement. For purposes herein, the foregoing includes allelements of the following:

a) Background Knowledge/IP; knowledge/IP that We supplied or revealed prior to the access of, or use of, or delivery of, a service, content, or service delivery.

b) Foreground Knowledge/IP; knowledge/IP that We supplied or revealed during the tenure of access of, or use or delivery of, a service or content.
“Indemnified Parties” means Us, Third Parties, their respective officers, directors, stockholders, members, attorneys, agents, advisors, strategic advisors, representatives, employees, subsidiaries, Affiliates, partners, predecessor successors in interest, heirs and assigns, and all other persons, legal entity, firm or corporation with whom any of the former have been, are now, or may hereafter be affiliated.
“Industrial Property” means, in the broadest possible context, Our Trade Secrets and Our Collective Intellectual Property, along with any related or derivative rights or other proprietary information, material, designs, web functions, processes, products, intellectual property, or proprietary or confidential information of Affiliates, Indemnified Parties, and Our Third Parties, including suppliers, customers, and business partners.
“Infringing Party” means one or more Persons, Entities, or other Parties, Including Parties in Interest, that directly or indirectly engage in activities that (i) breach any terms or conditions of this Agreement or the associated Account Documents, or (ii) engage in a Conspiracy to do so. Such activities Include:

Misappropriation of Industrial Property: the unauthorized use, disclosure, or exploitation of the Industrial Property protected under this Agreement or by a similar action. Misappropriation of Trade Secrets: the wrongful acquisition, use, or disclosure of confidential business information, technical processes, or strategic data that constitutes trade secrets or by a similar action.

Industrial Property Infringement: Any unauthorized use, reproduction, or distribution of Industrial Property, Including protected technologies, systems, or methodologies, or by a similar action.

Breach of Non-Compete Obligations: Engagement in competing business activities in violation of the Non-Compete provisions of this Agreement, either personally or through an affiliate or in concert with another party via a Conspiracy, or by a similar action.

Violation of Non-Disclosure Obligations: The unauthorized disclosure or dissemination of Confidential Information or Trade Secrets, regardless of medium or intent or by a similar action

Derivative Work Product Creation: The direct or indirect creation of Derivative Work Product in violation of the provisions of this Agreement.

Each Infringing Party shall be, jointly and severally, liable for all damages, losses, and remedies specified in this Agreement and any legal or equitable relief sought as a result of their actions.
“Intellectual Property” means, including (collectively and separately): (a) Trademarks; (b) user interface functions and design; (c) process design; (d) lists; (e) pricing information; (f) business strategy; (g) financial information; (h) marketing and advertising strategies; (i)sales techniques; (j) methods of conducting business; (k) technology platforms;(l) software; (m) web sites, publications, databases, and other content; (n)business processes material to the operation of the business; (o) symbols; (p)artwork; (q) copyrights; (r) franchise systems; (s) object code; (t) trading platforms; (u) document design and component elements; (v) patents and patent applications (including any abandoned applications); (w) pending trademark and service mark applications; (x) domain names and domain name registrations; (y)_all products and services currently produced, marketed, licensed, sold, or distributed by Us; (z) all products and services currently under development that We intend to make commercially available within twenty four (24) months from Your last use of the Platform; (aa) inventions, whether or not patentable, whether or not reduced to practice, or whether or not yet made the subject of a pending patent application or applications; (bb) ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending Patent application or applications; (cc) Trade Secrets and confidential, technical, or business information (including ideas, formulas, compositions, designs, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice); and(dd) technology (including know-how), manufacturing and production processes and techniques, methodologies, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information. “Intellectual Property” further includes property owned, commissioned, developed, or created by Us. Certain Intellectual Property may exist in a combination of characteristics and components, each of which, by itself, is in the public domain, but the unified process and operation of which, in a unique combination, affords a competitive advantage and is a protectable secret.
“Limited Use License” means a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license granted by Us to the Parties in Interest in order to access and use the Platform and Services solely for the purpose(s) outlined in the applicable Account Documents and these Terms of Use. The Parties in Interest may not copy ,reproduce, modify, adapt, create derivative works, or otherwise alter any materials accessed and used in accordance with the Limited Use License. The Limited Use License does not grant the Parties in Interest any rights to sublicense, distribute, market, or otherwise use Our Collective Intellectual Property and Trade Secrets outside of the scope expressly outlined in the applicable Account Documents and herein. All other rights are reserved expressly by and to Us.
“Misappropriation of Our Collective Intellectual Property and Trade Secrets” means (i) the acquisition of Our Collective Intellectual Property or Trade Secrets by improper means; or (ii) the disclosure or use of Our Trade Secrets without Our express written consent. For purposes of this definition, “improper means’ shall be defined as the theft, fraud, bribery, industrial espionage, breaching of a contractual duty to keep something confidential, or inducing others to breach that duty. For purposes of clarity and avoidance of doubt, actual knowledge shall have no bearing on the Misappropriation of Our Collective Intellectual Property and Trade Secrets; the Parties in Interest Agree that they have a duty to ensure that they prevent the improper acquisition or unauthorized disclosure of Our Collective Intellectual Property or Trade Secrets.
“Misappropriated Property” means (i) property defined within the scope of the Misappropriation of Our Collective Intellectual Property and Trade Secrets provision, or (ii) property related to any act of improper access, use, receipt, or reliance, regardless of the degree, fashion, or method, in furtherance of a violation of any term herein and involves any of Our Intellectual Property, Including our Trade Secrets, Industrial Property, or Collective Intellectual Property, or (iii) the underlying Intellectual Property, including Our Trade Secrets, Industrial Property, or Collective Intellectual Property upon which any Derivative Work Product is based, in whole or in part. This clause is intended to be interpreted and applied in the broadest possible context to ensure the rightful protection of Our intellectual property rights, trade secrets, and other proprietary rights and to deter misappropriation.
“Negative Marketplace Effect” means any detrimental effect on Our marketplace standing, revenues, net income, expenses, client relationships, business opportunities, reputation, share, effectiveness, or opportunities or relationships, including with third party financial providers such as insurance companies and agents, banks, brokers, or other financial providers that results, directly or indirectly, from the Parties in Interest’s breach of these Terms of Use or the applicable Account Documents. For the sake of clarity, this term shall also include any loss of: (i) revenues or profits(whether current, expected, or fully measurable), (ii) third party business and financial relationships (whether current or expected), and (iii) market share, market effectiveness, or commercial and other business opportunities or relationships (whether current or expected). For purposes of clarity and avoidance of doubt, this list shall not be deemed exhaustive, and any omitted terms shall not be construed as purposefully omitted; rather, any omissions are for expediency. The term Negative Marketplace Effect shall be interpreted in the most liberal of terms and encompasses any and all direct and indirect negative, deleterious, injurious, harmful, or otherwise pernicious effects against Us financially, operationally, or in the marketplace. Negative Marketplace Effect shall apply without exception to any breach of our Collective Intellectual Property, Nondisclosure, Non-Compete, and Quiet Enjoyment provisions. Finally, for the sake of clarity, in good faith and fairness, the Negative Marketplace Effect is not intended to apply to a single minor unintentional breach for which there is no Adverse Effect against Us.
“Online Portal” means Your online account that is accessible via the Platform by inputting Your Login Credentials. The Online Portal houses all of Your Accounts, Account Documents, Account Statements, Account balances, and more. THE ONLINE PORTAL IS PROVIDEDAS-IS, AND ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY ANDWARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. Some features may not be available and We reserve the right to cancel or suspend Your Online Portal at any time and for any or no reason without explanation or Notice to You. The information disclosed via the Online Portal is notational only and are thus subject to correction or limitations, including the limitation of unvested potential rights and the claims of adverse parties. Funds shown do not necessarily indicate a vested right in said funds, and said funds may not be available. Further, these funds may be subject to adverse claims and liens.
“Person” means an individual human being (a natural person). For purposes of clarity and avoidance of doubt, a corporation, partnership, association, limited liability company, trust, or any other juridical person or organization types are an “Entity” and are not a Person.
“Platform” means (i) the website (www.easternpoint.global); and (ii) any other sub domains, linked or affiliated websites, including any content, functionality, and services delivered, directly or indirectly, by Us, whether web-based, online, or otherwise and (iii) all related services, including, ministerial, technology, administration or other such types of and related services provided by Us (the preceding collectively the “Platform;” and (iv) all documentation received from Us, whether via the Platform, mail, email, scan, fax, or any other available transmission method now or in the future. For purposes of clarity and avoidance of doubt, the word “documentation” as used in this definition shall include Account Documents.
“Services” means all service We provide, including the ability to view and request or perform Requests in Accounts via the Platform and all other services addressed in this Agreement, the associated Account Documents, or any additional related services agreement.
“Surveillance” (a.k.a. “Surveil”) means accessing, viewing, observing, investigating, or copying the Platform or Our Industrial Property, including jointly and severally Our Trade Secrets and Collective Intellectual Property, regardless of the number of occurrences, duration, methods, or means (i) with the intent of misuse or misappropriation (in any manner) or (ii) as an act of espionage to collect information regarding the Platform or Our Services, including related content, code, services, pricing, business processes, operations, policies, marketing, functionality, forms, design (including web designs), and methods. For clarity and avoidance of doubt, “intent” shall be demonstrated by the actual act of misuse or misappropriation (in any manner), or any form of conspiracy of two or more persons to Surveil, misuse, or misappropriate, and need not be demonstrated or proven by a state of mind at the time of the Surveillance, misuse, or misappropriation.
“Third Parties” means any Entity, organization, or Person who is not an Affiliate but provides services, materials, or products in support of the delivery of services or products by Us. The preceding includes but is not limited to; digital wallet providers, payment platforms, exchanges, hosting and cloud service providers, cloud service providers, software as a service provider, etc. The interpretation of the term Third Parties shall be in the broadest possible context.
“Trade Secrets” means all information, materials, and data, whether in oral, written, electronic, or other forms that are not generally known to the public and that derive independent economic value, actual or potential, from not being generally known to, or readily ascertainable by proper means by others who can obtain economic value from its disclosure or use. Trade Secrets include, but are not limited to: technical information, business information, customer and client information, research and development, confidential business communications, compilation(s) of information (meaning the combination or aggregation of information that, in its entirety, is more valuable or significant than any individual component when made public, including business intelligence, strategic insights, and internal reports that are kept confidential) or otherwise. This definition of Trade Secrets is intended to cover all forms of confidential and proprietary information, whether or not it is in tangible or intangible form, and includes all information, techniques, methods, or processes that are protected by trade secret laws and are used by Us for the purpose of gaining a competitive or economic advantage in the marketplace. For purposes of clarity and the avoidance of doubt, Trade Secrets shall include any and all information that is subject to confidentiality protections under applicable law.
“Transaction” means the process of submitting a request through the Platform. Transactions are not cancellable, irrevocable, or reversible. However, EPG and its providers reserve the right to cancel the transaction at any moment without requiring any prior notice.
“Unjust Enrichment” means (i) any breach of this Agreement; (ii) a tort or violation of the law; or (iii) direct or indirect restriction or interference with Our business relationships, ability to conduct business, engage in ongoing commerce, operate or engage in customary activities and the Quiet Enjoyment and Operation thereof caused, directly or indirectly, by the Infringing Party(ies), their co-conspirators, employees, or Agent(s) and which results, directly or indirectly, in the enrichment of the Infringing Party(ies), their co-conspirators, employees, or Agent(s) at Our expense and detriment.
“Utilization of Platform” means (i) accessing the Platform and agreeing to this Agreement via a “browse wrap agreement”; or (ii) creating a User Account and agreeing to this Agreement via “clickwrap agreement”; or (iii) logging in and agreeing to this Agreement via “clickwrap agreement”; or (iv) submissions or Request submission and agreeing to this Agreement via a “clickwrap agreement”; or (v) wet or digital execution of forms or Requests which stipulate or incorporate the terms of this Agreement; (vi) any other utilization, Request, receipt of service, or benefit provided or received under an Account Document. Each instance of Utilization of the Platform constitutes a separate instance of concurrence, affirmation, reaffirmation, or acceptance of this Agreement, as the case may be.
“User Account” means the login authorization created by the User in combination with the User’s email and password required when logging into the Platform to access data, communicate requests, petition actions, or utilize other features of the Platform.
“User Credentials” means a User’s non-expiring username (email address) and password combination, which are unique and remain unique. The User’s username and password combination utilized to access the Platform shall not be a duplicate, clone, or near duplicate of any other past, current, or future online or computer device, electronic access system, application, interface, or website, including emails. Moreover, if a User resets a password, the resulting username (email address) and password combination must be unique. You are solely responsible for maintaining User Credentials security and confidentiality. We will not be liable for any security breach, losses, damages, or claims cause by a failure to maintain User Credentials security or confidentiality. User and the Parties in Interest are solely liable and responsible for all transactions and activities resulting from the User’s disclosure of the User Credentials, whether You, including the Parties in Interest or the User authorized such transactions or activities. User agrees to secure and not provide account information to third parties and shall always be solely responsible and liable for any associated transactions or activities on the account. User shall immediately notify us in the event of any unauthorized use of an account or if user becomes aware of any other breach of security. See “Notice Provisions” for more details.
“We” (a.k.a “Us” and “Our(s)”) means Eastern Point Global and its affiliates and Third Parties. This definition expressly includes the Indemnified Parties.

Free Look Period

The Free Look Period shall allow the Parties in Interest to review the Account Documents upon the Parties in Interest receiving the Account Documents. Under this Free Look Period, the Parties in Interest Agree that they shall have three (3) calendar days from the receipt of the Account Documents to reject the Account Documents without any penalty should the Parties in Interest disagree with any provision therein. Should the Parties in Interest elect to take advantage of this Free Look Period, they must exercise this option within three (3) calendar days of first receiving the Account Documents and pursuant to the Notice Provisions herein outlined. For clarity and avoidance of doubt, the Free Look Period is not based on an underlying account but on the person or entity on whose behalf the Platform is accessed. Once the Free Look Period initially expires, it is no longer available to that Person or Entity.

This Free Look Period shall be open during the first instance of the Parties in Interest engaging in a relationship with Us. For purposes of clarity and avoidance of doubt, the Free Look Period shall be open only once and at the first instance that the Parties in Interest receive Account Documents from Us.

Scope and Changes to the Terms of Use‍

By using the Platform, you agree to follow and be bound by this Agreement and agree to comply with all applicable laws and regulations, including but not limited to export and re-export control laws and regulations, all applicable copyright and intellectual property laws, and any other applicable regulation, statute, administrative code, or law.

EPG may amend these Terms of Use at any time at its sole discretion, including without limitation, by posting revised terms on its websites at https://www.easternpoint.global (or other affiliated websites). All changes are effective immediately when we post them and apply to all access to, and use of, the Platform thereafter. Your continued use of the Platform following the posting of 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 on you. You further agree that the Terms of Use in effect at the time of each visit supersede and amend any prior Terms of Use and that all acts by you shall be governed by the Terms of Use then in effect.

If you disagree with any part of the current Terms of Use, then you do not have permission to access the Platform, must immediately suspend your use thereof, and must inform EPG in writing via private courier (e.g., FedEx, UPS, DHL, etc.) within 3 days of the suspension. Notices confirming suspension and objection to the Terms of Use of this technology must be mailed to Eastern Point Global, 382 NE 191st St., PMB 62193, Miami, Florida 33179-3899.

Accessing the Platform and Account Security

‍We reserve the right to withdraw or amend the Platform and any service or material we provide on the Platform, at our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform to users, including registered users. You are responsible for both:

Making all arrangements necessary for you to have access to the Platform.
Ensuring that all persons who access the Platform through your internet connection are aware of this Agreement and comply with it.

To access the Platform 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 Platform that all information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy located at https://www.easternpoint.global/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, 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 credentials are personal to you and agree not to share your login or attempt to impersonate another user, person, or entity with access to this Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to, or use of, your username or password or any other breach of security. You therefore 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.

We have the right to disable any user name, password, or other identifier, 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 this Agreement.

It is a violation and breach of this Agreement, and a deemed act of computer trespass subject to criminal and civil enforcement, to access the Platform, or attempt to access the Platform: (i) with a false Internet Protocol (“IP”) address location other than the IP address of your actual physical access location; (ii) through the use of any method similar to that of a proxy server, proxy server service, proxy redirect, IP address masking software, or another such service, method, or software whose purpose is to disguise or provide an IP address other than that of your physical access location; or (iii) through the use of a Fictitious User Identity and/or the creation of a Fictitious User Account.

Important Notice Information About Procedures for Opening and Maintaining an Account

‍This section is a notice, not a term or condition, and establishes no contractual duty on EPG, any of its affiliates and/or service providers with you or any Party in Interest.

Accordingly, EPG is committed to maintaining an effective enterprise-wide Know Your Client (KYC), Know Your Business (KYB), and Anti-Money Laundering (AML) program in compliance with the St. Christopher and Nevis Proceeds of Crime Act, Anti-Money Laundering Regulations, and other applicable laws, designed to assist in detecting and deterring money laundering or terrorist financing, bribery, corruption, or other activities that violate applicable law.

Underlying Beneficial Owner‍

An Underlying Beneficial Owner (UBO) is defined as an individual or entity (regardless of type, nature, or segmentation) which holds, directly or indirectly, ten percent (10%) or more of capital, voting rights, beneficial rights, shares, membership interest, economic interest or other such rights in the underlying entity. Additionally, a UBO is any person, entity, arrangement, or structure that (i) ultimately owns, controls, or influences any Account held at EPG and the persons or entities on whose behalf a transaction is being conducted; or (ii) includes a person or entity who exercises effective control over said entity or an entity's transactions, coordination, arrangement or structure; or (iii) a person or entity which derives the benefits associated with ownership or control of said arrangement or structure; or (iv) a person or entity which derives direct or indirect benefits from contrived transfer payments or loans. Finally, a UBO shall also include persons or entities (i) possessing a power of attorney relative to any of the preceding, (ii) persons or entities possessing sole veto authority, (iii) straw-man corporate directors or nominee directors that are appointed to conceal the actual owners or Controlling Persons of a given firm, and (iv) shell companies, shell trusts, or other multi-layer structures or interconnected arrangements.

The UBO of an affiliate is that person or entity proceeding up, down, or laterally in a chain of ownership beginning with and including the parent and all related, associated, or affiliated entities, subsidiaries, trust(s), persons, or any other legal or synthetic business structure type.

Control Person‍

A Control Person (“Control Person”) is defined as an individual or entity (regardless of type or nature) that, directly or indirectly, directs or controls the activity of any Account or an associated entity by making fundamental or material managerial or business decisions, including but not limited to voting rights and the ability to contractually bind the entity or control the structure, operations, product offering, brokerage or banking decisions, contractual relationships of the entity, disbursement or receipt of funds, or offers or solicits business on behalf of the entity. Directed straw men or charities with remote contingent interests executing documents that merely enact the direction of a Control Person or hide the trust control or beneficial ownership or control are ignored to determine which person or entity has the actual beneficial ownership and control powers.

Information Requirements

‍As part of its monitoring of Accounts, EPG may demand, in its sole discretion, at any time, and without any requirement to disclose or justify the reason or rationale of the information demanded, updated CDD, EDD, KYC, KYB, and any other AML information that EPG deems necessary. As the delay of the necessary information may be crucial to EPG's KYC/KYB/CDD/EDD and AML evaluations, EPG shall advise the information target of the required response deadline. You agree that, without exception or rationale, EPG's demands for information and documents do not require explanation or justification, and any non-compliance or untimely compliance with a demand for information constitutes a material breach of these terms.

Notwithstanding the preceding, EPG retains the absolute discretion to determine whether a party is a UBO or a Control Person, as defined herein, and whether the provided information is responsive or warrants further inquiry through CDD or EDD.

What does this mean for you?

‍We shall ask you, and you agree to provide, at a minimum, your name, address, date of birth, and other information that shall allow us to identify you and all associated UBOs, Control Persons, and entities. We shall also require you to provide copies of driver’s license(s), passport(s), or other identifying documents for all parties we deem appropriate. Additionally, we may access government and commercial databases, and any other information available to us, to verify your identity and related information. You must disclose within thirty (30) days of occurrence any change in ownership or corporate structure. In the case of an entity, information, including but not limited to all associated UBOs and Control Persons, as well as information regarding all related entities, trusts, affiliates, subsidiaries, or other holding structures, is specifically required by law and must be provided.

EPG may also require information and documents regarding one or more specific transaction(s), either pending or previously submitted, and the associated involved parties.

For non-compliant clients, EPG may, at its sole discretion, suspend, reject, or halt transactions. EPG may also decide, at its sole discretion, to permanently terminate such non-compliant arrangements without notice or right of appeal, regardless of the terms of the associated agreement(s). In some instances, applicable law may require EPG to file reports with the applicable governmental entities, such as tax filings and other such governmental reporting.

Compliance is Mandatory

‍You acknowledge and agree that compliance with the foregoing is mandatory and that any knowing or willful fraud, objection, delay, dispute, or other obfuscation to delay or avoid production of information or documents constitutes a material breach of these terms.

Prohibited Uses‍

You may use the Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the Platform:

In any way that violates any applicable law or regulation in any country where the user is located, and/or the laws of St. Christopher and Nevis.
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with this Agreement.
To transmit or procure the sending of any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
To impersonate or attempt to impersonate EPG, an EPG employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm EPG or users of the Platform or expose them to liability.
Sell, license, or exploit for any commercial purposes any use of or access to the Services.
Use the data, content, output of the Platform, website, or any Services to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence, including but not limited to architectures, models, or weights.

Additionally, you agree not to:

Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real-time activities through the Platform.
Yourself or through any other person: copy, modify, adapt, translate, reverse engineer, decompile, disassemble, publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use in any way, any portion of the Services or EPG’s Content, other than as permitted by EPG in writing.
Access the Service for the purpose of performance testing or benchmark studies.
Use any robot, spider, or another automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in this Agreement, without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Platform.
Use any device, software or routine that performs web scraping, recording or any other manner of image and/or video of the workflow of the Platform.
Introduce any viruses, Trojan horses, worms, logic bombs, time bomb, web bug, spyware, ransomware, malicious agent autonomous or not, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware or software, or any other actually or potentially harmful, disruptive, or invasive code or component that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
Retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory for a purpose other than as authorized herein without prior written permission from us.
Defraud or mislead us or other users, especially in an attempt to learn sensitive Account information or passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Platform and/or the content contained therein.
Disparage, defined as objective and verifiable falsehoods.
Tarnish, or otherwise harm, in our opinion, us and/or the Platform.
Make, in our opinion, improper use of our services or submit false reports.
Delete the copyright or other proprietary rights notice from any content.
Share your login or attempt to impersonate another user or person or use the username of another.
Harass, annoy, intimidate, or threaten any of our employees, Affiliates or agents engaged in providing any portion of the Platform to you.
Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform or any portion of the Platform.
Sell or otherwise transfer your profile.
Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the content for any revenue-generating endeavor or commercial enterprise.
Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating user credentials by automated means or under false pretenses.
Otherwise attempt to interfere with the proper working of the Platform.

Prohibition on Harassment or Stalking

‍All forms of Harassment or Stalking, as defined herein, are prohibited. For purposes of this Agreement, “Harassment” means any gesture, written, verbal, or physical act, electronic communication, or use of technology, including the Platform, to facilitate any improper comment or behavior that demeans, humiliates, or embarrasses any person, including the Indemnified Parties, by insulting, intimidating, humiliating, hurtful, malicious, degrading, or otherwise offensive actions to said person. Harassment can involve a single incident or a series of incidents that are (i) reasonably perceived as being motivated either by any actual or perceived extortionary desire for action or monetary benefit; (ii) reasonably perceived as being motivated by a desire to produce a chilling effect with respect to actions taken, or to be taken, by EPG or other Indemnified Parties; or (iii) that take place within or outside of the Platform and disrupts or interferes with the orderly operation of the Platform, results in business operations disruptions, assails the reputation of EPG or the Platform, results in any increased costs, or Platform interference. The preceding includes any incident or series of incidents that:(a) A reasonable person should know, under the circumstances, will affect the Platform, EPG, or the EPG’s business affairs or reputation, the physical or emotional condition of affiliated staff, or results in damages or other costs to the Platform or its property; or(b) Places any affiliated staff in reasonable fear of physical or emotional harm to their person; or(c) Has the effect of insulting or demeaning EPG, its affiliates and/or service providers or the Platform; or(d) Creates a hostile environment by Stalking or interfering with EPG its affiliates and/or service providers or the Platform.

For purposes of this Agreement, Stalking means the repeated use or visitation of the Platform and its affiliated websites without a detectable business purpose or for the exclusive purpose of Harassing the Indemnified Parties or the Platform. Stalking shall be presumed unless proven to the contrary beyond a reasonable doubt.

Any breach of this provision shall be deemed a breach of the Public Statements & Non-disparagement provision herein, and shall subject the breaching party to the damages stipulated therein, inclusive of all attorneys’ fees and internal and external costs.

Reading

The Parties in Interest Agree that it is their express intent that all rights and powers of reading and interpretation of this Agreement and related Account Documents shall be exclusively vested with Us. The Parties in Interest thus instruct any mediator, negotiator, arbiter, court, or any other such entity to defer all matters regarding reading, context, interpretation of intent, interpretation of purpose, transactional purposes, and operational basis to Us. We shall have absolute discretion of interpretation, determination of intent, purpose, and benefit in all matters related to the Account’s actions, transactions, related Account Documents, and this Agreement. Our decisions on such matters of reading and interpretation are binding on all third parties, including all parties in Interest.

Lack of Due Diligence

The Parties in Interest have an express duty to conduct due diligence and review and understand the provisions of this Agreement and the associated Account Documents. IT IS YOUR DUTY TO SEEK THE ADVICE OF INDEPENDENT COUNSEL BEFORE ENTERING INTO THIS AGREEMENT. As such, the Parties in Interest Agree that They have the option to fund or not fund an Account. Should the Parties in Interest proceed to fund the Account, the Parties in Interest Agree that they have read, reviewed, and understood the terms of this Agreement and of the associated Account Documents. Further, the Parties in Interest Agree that, by each Utilization of the Platform, it is established that the Parties in Interest have read, reviewed, and understood the terms of this Agreement and of the associated Account Documents and thus affirm or reaffirm (as the case may be) their assent to the terms of this Agreement and of the associated Account Documents.

Consequently, the Parties in Interest irrevocably, unconditionally, completely, and forever waive any and all objections and Claims, based in whole or in part upon (i) lack of diligence; (ii) failure to read this Agreement; (iii) failure to read the Account Documents; (iv) confusion; (v) lack of comprehension; (vi) lack of legal, general, or subject matter education or knowledge; (vii) a failure to have a meeting of the minds; (viii) the facts or the law or the terms of the Agreement being other than believed; (ix) unconscionability; (x) lack of authority or agency; or (xi) reliance on other materials or beliefs outside of this Agreement and the Account Documents.

Trade Secrets and Confidential Information[SK3]

The Parties in Interest Agree that We may make available to You functionality, content, and work product(s) arising from Our Collective Intellectual Property, including Trade Secrets, that are not generally known to the public during the course of providing services. You, as the receiving party, Agree to treat all Collective Intellectual Property, including Trade Secrets (and the related and derivative functionality, content, and work product(s) arising from Our Collective Intellectual Property) as strictly confidential and take all reasonable precautions to protect the confidentiality and secrecy of such information. Further, the Parties in Interest Agree that they will not engage in, cause another to engage in, cause the engagement of, or not prevent the engagement of Misappropriation of Our Collective Intellectual Property and Trade Secrets.

Prohibition on Reverse Engineering

The Parties in Interest Agree that they will not, directly or indirectly, attempt to Reverse Engineer any of Our Collective Intellectual Property and Trade Secrets disclosed or otherwise made available by Us. This prohibition applies regardless of whether the Collective Intellectual Property and Trade Secrets are in their original form, modified form, or in any other state. Any reverse engineering or similar actions, or any attempts thereof, are strictly prohibited and shall constitute a breach of this Agreement.

Limited Use License

We grant the Parties in Interest a non-exclusive, revocable, nontransferable Limited Use License to use the Platform and Services solely for Your own non-competitive purposes. The Parties in Interest Agree that they are prohibited from any direct or indirect reverse engineering, derivative use, or reselling of the Platform and Services. The Parties in Interest are limited to non-commercial purposes, and only hold a non-exclusive, revocable, nontransferable license to use the Platform and Services provided by Us solely for so long as You maintain full compliance with the provisions of these Terms of Use.

You may not use the Platform and Services or Collective Intellectual Property, including Trade Secrets, for any other commercial purpose, or purpose which results in any gross revenue, fees, or derived income, or is in connection with any other website, application, software, or content.

The Parties in Interest Agree that using the Platform and Services for purposes outside the scope and purpose(s) contemplated in the Limited Use License constitutes a prima facie Misappropriation of Our Collective Intellectual Property and Trade Secrets and a breach of the Limited Use License.

Further, the Parties in Interest Agree that Our granting the Parties in Interest a Limited Use License does not constitute a transfer of ownership of the Platform or Services, including the Collective Intellectual Property and Trade Secrets. For purposes of clarity and avoidance of doubt, any Collective Intellectual Property and Trade Secrets are and shall remain Our exclusive property. Additionally, the granting of the Limited Use License does not transfer any ownership rights, title, or interest in the Collective Intellectual Property and Trade Secrets. The Parties in Interest Agree that they will not claim any ownership of the Collective Intellectual Property and Trade Secrets, and shall not use the Collective Intellectual Property and Trade Secrets for any purpose other than as expressly permitted by the Limited Use License and applicable law. Nothing in this provision shall be construed as granting any rights to the Parties in Interest or any other Person or Entity, by license or otherwise, except as expressly stated herein or in another properly executed written agreement approved by Us.

Equitable Relief and Stipulated Damages

The Parties in Interest Agree that any breach of the Limited Use License or the Misappropriation of Our Collective Intellectual Property and Trade Secrets will cause immediate and long-lasting irreparable harm to Us. In the event of such a breach or Misappropriation of Our Collective Intellectual Property and Trade Secrets, We shall be entitled, in addition to any other rights or remedies We may have under these Terms of Use and applicable law, to seek an injunction or other equitable relief without the necessity of posting a bond, to prevent or attempt to remedy any actual or threatened breach of the Limited Use License or the Misappropriation of Our Collective Intellectual Property and Trade Secrets. As such, the Parties in Interest waive any argument or defense against Us seeking the entry of an injunction.

Further, the Parties in Interest Agree that in the event of a breach of the Limited Use License or the Misappropriation of Our Collective Intellectual Property and Trade Secrets, We shall be entitled to the following monetary damages, which shall constitute stipulated damages. For clarity and the avoidance of doubt, these stipulated damages are not meant (and thus shall not be interpreted to be) punitive damages; these stipulated damages are a good-faith estimation of the harm a breach of the Limited Use License or the Misappropriation of Our Collective Intellectual Property and Trade Secrets will cause to Us.

The Parties in Interest Agree that the measurement of harm is incalculable and thus agree to pay to Us, as a stipulated damage and not as a penalty, the sum of one million dollars ($1,000,000) and disgorgement of all revenue derived, directly or indirectly, per count or instance of breach of the Limited Use License, and per instance of breach of the Misappropriation of Our Collective Intellectual Property and Trade Secrets provision. Said count or breach instance shall be measured on a per diem basis, meaning that each day of offering any service or product acquired as a result of breaching the Limited Use License and/or breaching the Misappropriation of Our Collective Intellectual Property and Trade Secrets provision.

Finally, any attempt to Misappropriate Collective Intellectual Property or Trade Secrets violates Our rights. You may be subject to possible prosecution under applicable law and subject to statutory and contractual damages, including stipulated damages hereunder, if You breach these restrictions. You may not use the Platform and Services in any anti-competitive manner or for any purpose that would be contrary to or competitive to Our business interest or Our actual or potential economic disadvantage in any aspect. All rights not specifically and expressly granted under these Terms of Use or the applicable Account Documents are reserved by Us. The Platform and Services are licensed, not sold, gifted, or otherwise transferred in any manner. The Limited Use License confers no title or ownership and should not be construed as a sale or transfer of any rights to You or any other person or entity.

Non-Waiver of Confidential Information and Intellectual Property Rights

The disclosure, furnishing, or making available of any Confidential Information, Including Collective Intellectual Property, Trade Secrets, or Industrial Property by Us to Parties in Interest in connection with the performance of services hereunder, or in the course of any negotiations, proposals, demonstrations, or other communications regarding prospective services, whether before or following the execution of this Agreement, shall not be construed as granting, expressly or by implication, estoppel, or otherwise, any waiver of rights or any license or other right to use, exploit, or otherwise benefit from such Confidential Information, Including Collective Intellectual Property, Trade Secrets, or Industrial Property except as expressly set forth herein.

No failure or delay by Us in exercising any right, power, or privilege with respect to such Confidential Information, including but not limited to Collective Intellectual Property, Trade Secrets, or Industrial Property at law or under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right power, or privilege hereunder. All rights not expressly granted herein are hereby expressly reserved.

Further, the Parties in Interest Agree that the disclosure, display, provision, or use of any Confidential Information or Intellectual Property embodied in or relating to the content, design, software, data, graphics, text, images, content, information, or other materials of the website (“Website Content”) by Us to any party whether in connection with the provision of services, access to the website, or otherwise, shall not be construed as conferring upon the receiving party, expressly or by implication, estoppel, or otherwise, any license or right to use, publish, copy, distribute, modify, or create derivative works from such Confidential Information or Intellectual Property, except as expressly authorized in writing by Us. No failure or delay by Us in enforcing any of Our rights with respect to the Website Content shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise of any right or remedy. All rights in the Website Content and related Confidential Information and Intellectual Property not expressly granted herein are expressly reserved.

Collective Intellectual Property Limitations

The Platform contains Collective Intellectual Property. Content, functionality, designs, concepts, and business processes on the Platform are provided to Ou for Your information and limited personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without Our prior written consent. As such, You Agree to not, directly or indirectly:

• Acquire, use, or disclose to any other Person or Entity any element of Our Collective Intellectual Property;

• Engage in activities that would attempt to acquire or result in acquiring Collective Intellectual Property by improper means;

• Engage in the improper use of the Platform, including creating fictitious user identities, accounts, or acts of industrial or any other form of espionage, whether through electronic or other means;

• Use any robot, spider, other automatic device, or manual process to monitor, image, or copy any portion of the Platform or the content contained therein without Our express written consent; or

• Reproduce, duplicate, copy, sell, resell, or exploit any portion of Our Collective Intellectual Property, which includes, amongst other things, the Platform, provided Services, content, functionality, designs, concepts, and business processes, without Our express prior written permission.

All rights, title, interest in, and ownership of the Collective Intellectual Property shall remain Our sole property. Nothing in the Agreement conveys any right or license to use Our Collective Intellectual Property other than as expressly provided for herein for the sole purpose of evaluating a service for Your use. Nothing herein shall constitute or imply a limitation of Our right to enforce Our associated rights or transfer any part or portion of Our Collective Intellectual Property to any other party.

You Agree that You will not, directly or indirectly, use any of Our Collective Intellectual Property in any way detrimental to Us, Including but not competing or offering a competitive service that was derived from Our Collective Intellectual Property in any way. You Agree to keep all Collective Intellectual Property in confidence and, except as expressly provided in this Agreement, not to disclose or cause to be disclosed Our Collective Intellectual Property to anyone without Our prior written consent. You Agree that You will not use or permit others to use Intellectual Property for any purpose other than to evaluate the possible use of services. You will use all necessary efforts and safeguards to ensure that there is no disclosure, dissemination, or unauthorized use of Our Collective Intellectual Property.

Industrial Espionage and Industrial Property Protection

The Parties in Interest and (i) any of the Parties in Interest’s related employee(s), agent(s), attorney(s), partner(s), co-venturer(s), subcontractor(s), or other person(s) with which the Parties in Interest may have a joint or related interest or relationship, including but not limited to a banking, accounting, legal, business, or economic interest or relationship or other linked interest or relationship, and (ii) any party which may participate, aid, abet, conspire, or act in concert with any action or inaction which results in a breach of any element or scope of this provision, Agree to not use or Surveil, in any unauthorized manner, including modification, Reverse Engineering, or replication in any manner, with the intent to claim ownership, launch a derivative service or product, gain competitive advantage, or conspire with any other party to use, bootleg, pirate, emulate, clone, plagiarize, or convert Our Industrial Property.

As such, the Parties in Interest, jointly and severally, Agree that Our Industrial property is solely Our property, proprietary information, and confidential data, and is of critical and significant current and future economic and competitive value. Accordingly, the Parties in Interest Agree to the following:

Prohibition on Espionage

The Parties in Interest shall not, under any circumstances, engage in, support, or facilitate any form of industrial espionage or Surveillance targeting, directly or indirectly, Our Industrial Property or any activities that could be construed as or indicative of such, including but not limited to:

a) Unauthorized access, Surveillance, acquisition, or theft;

b) Unauthorized access to Our facilities, systems, forms, business processes, procedures, or documents;

c) Attempting to solicit or obtain Industrial property through improper or furtive means or methods;

d) Using deception or misrepresentation to obtain Industrial Property, including but not limited to (i) accessing or use of the Platform, or (ii) creating a User Account or Account to gain access to Our Industrial Property;

e) Bribing or otherwise inducing in any form, including by any form of economic inducement (including discounts), profit sharing, fee payments, or inducement by gift to any employee or associate or any other party to disclose or make use of or benefit from Our Industrial Property.

Use Restrictions

The Parties in Interest shall not, under any circumstances, use or Surveil Our Industrial property in any unauthorized manner, including modification, Reverse Engineering, or replication in any manner, with the intent to claim ownership, launch a derivative service or product, gain competitive advantage or in breach of the Non-Compete and Non-Disclosure provisions of this Agreement. Likewise, the Parties in Interest Agree to not conspire with any other party to use or Surveil, in any unauthorized manner, including modification, Reverse Engineering, or replication in any manner, with the intent to claim ownership, launch a derivative service or product, gain competitive advantage, to emulate, clone, plagiarize, or convert Our Trade Secrets and Collective Intellectual Property or any related or derivative rights or other proprietary information, material, designs, web functions, processes, products, intellectual property, or proprietary or confidential information of anyone, including suppliers, customers, and business partners.

Confidentiality

The Parties in Interest shall, without exception or limitation, fully protect and safeguard any Industrial Property in their possession (whether actually in possession or constructively) against unauthorized disclosure and use, whether accidental or intentional, using all possible means and indemnify Us from all projected future lost revenue, for a period of at least ten 910) years which may result or gross revenue that the Parties in Interest may acquire as a direct, indirect, or secondary result.

Legal Compliance

The Parties in Interest shall, without exception or limitation, comply with all applicable laws and provisions of this Agreement.

Reporting

The Parties in Interest shall, without exception or limitation, have the stipulated duty to promptly and without delay report and Notice Us in writing of any known or suspected unauthorized use, Surveillance, or disclosure of Our Industrial Property or any act, conspiracy, or plan of industrial espionage or Surveillance related to Our Industrial Property and cooperate with the disclosing Party to protect the domestic and international confidentiality and ownership of all Industrial Property rights in and to the Confidential Information, and report any known or suspected unauthorized use or Surveillance of Our Industrial Property or industrial espionage related to Our Industrial Property.

Diligence and Care

The Parties in Interest shall, without exception or limitation, maintain the confidentiality of all of Our Industrial Property with at least the same degree of care the Parties in Interest use to protect the Parties in Interest’s own confidential information or client information, but no less than a reasonable degree of care. Further, the Parties in Interest shall not disclose, publish, or otherwise reveal any of Our Industrial Property received from any other party whatsoever except with Our specific prior written authorization.

Accordingly, the Parties in Interest, without exception or limitation, Agree to:

a) Restrict access to Our Industrial property to employees, agents, attorneys, or other persons who have a “must need to know” basis; the Parties in Interest Agree to ensure that all employees, agents, attorneys, or other persons having access to Our Industrial Property are notified of their obligations and bound by confidentiality obligations at least as restrictive as those in this provision;

b) Advise each employee, agent, attorney, partner, co-venturer, subcontractor, or another person with whom the Parties in Interest have a joint or related interest, including but not limited to a banking, accounting, legal, business, or economic interest or other linked interest, who received Our Industrial Property of their obligations with respect to Our Industrial Property;

c) Notice these and all related terms disclosing Our rights and the associated limitations on all copies or uses of Our Industrial Property, including any party with said access or opportunity of access.

Consequences of Breach

The Parties in Interest Agree that any breach, anticipated or threatened, of this provision may result in irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to any other remedies and awards available under the applicable law and within this Agreement, including the following stipulate damages, We shall be entitled to seek relief to restrain any such breach, threatened or actual.

In the event of any breach of this provision, each associated breach shall be a separate event (or “count”). For clarity, each day of a breach of use is a separate breach. Each associated Party in Interest shall be jointly and severally liable for each of the following consequence and damage elements:

a) All direct and known actual damages and costs incurred by Us as a result of the breach;

b) Any gross revenue, regardless of direct or indirect expenses, made by the breaching party as a result of the breach;

c) Punitive damages or other damages or awards as may be provided for under applicable law or otherwise determined by a court of competent jurisdiction;

d) Our attorney fees and all legal costs incurred in enforcing this provision and Agreement, including Our related internal costs and associated internal and external investigative expenses;

e) Stipulated Damages: as the calculation and identification of future actual damages are impossible to determine, the Parties in Interest further agree to Five Million Dollars ($5,000,000) per party “per count.” For clarity, each impacted or lost client relationship is a separate count, and these Stipulated Damages do not offset or rescind any other damages within this Agreement.

Each of the foregoing damage elements may be separately assessed, and they are interdependent on one another for their applicability. For clarity, the foregoing Stipulated Damages are not penalties nor intended to be punitive damages. Instead, they constitute an alternative method to establish damages. Thus, the Parties in Interest jointly and severally Agree that the Stipulated Damages elements are appropriate when the Agreement contains Stipulated Damages, the circumstances are such that the actual damages likely to flow from a subsequent breach would be difficult for Us to establish or the parties to estimate or for Us to prove, and the Stipulated Damages sum(s) agreed upon are designed merely to compensate Us for the Parties in Interest’s failure to perform or breach as well as the long term persistent and compounded effects which will logically transpire.

The breaching Parties in Interest may also be subject to criminal penalties as provided for under applicable laws governing trade secret theft and industrial espionage.

Duration

The obligations set forth under this provision shall remain in effect for a minimum period of seven (7) years after termination.

With respect to Trade Secrets, the obligations shall continue for as long as such information remains a Trade Secret under applicable law or is defined as such by the terms of this Agreement, whichever is longer.

No Rights Granted

Nothing in this provision shall be construed as granting any rights to the Parties in Interest or any other Person or Entity, by license or otherwise, to any of Our Industrial Property, except as expressly stated herein or in another properly executed written agreement approved by Us.

Scope

This Industrial Espionage and Industrial Property provision is intended by all parties to be applied and interpreted in the broadest possible context in its (i) application to protect Our Industrial Property and (ii) the application of the associated contract consequences and damages to the maximum extent possible without offset or exclusion.

Disgorgement of Misgotten Revenue by Breach[SK18]

The Parties in Interest Agree that:

• Disgorgement of Direct and Indirect Misgotten Revenue for breach (a.k.a. violation) of obligations under this Agreement is proper where the measurement of legal damages may be either too uncertain or insufficient to deter a breach or a conspiracy to breach;

• Disgorgement of, or a constructive trust over, all the breaching Parties in Interest’s and their co-conspirators’ Direct and Indirect Misgotten Revenue resulting from a breach of this Agreement is a proper and Commercially Reasonable remedy

• Disgorgement of the breaching Parties in Interest’s and their co-conspirators’ Direct and Indirect Misgotten Revenue is the proper measure, albeit only a partial measure, of damages if the Parties in Interest and their co-conspirators for their own benefit (or the benefit of another) breach the (i) Non-Compete and Non-Disclosure provision, or (ii) the Public Statements and Non-Disparagement provision; or engage in (iii) Industrial Espionage, or (iv) Misappropriation of Collective Intellectual Property, or (v) Trade Secrets, or (vi) Industrial Property; and

• Disgorgement of the breaching Parties in Interest’s and their co-conspirators’ Direct and Indirect Misgotten Revenue is only a partial recovery of actual damages and not designed to be (nor shall it be construed as) punitive damages or penalties.

Consistent with the foregoing, in the event that one or more Parties in Interest and their co-conspirators breach the terms of this Agreement by breaching the (i) Non-Compete and Non-Disclosure provision, or (ii) the Public Statements and Non-Disparagement provision, or engages in (iii) Industrial Espionage, or (iv) Misappropriation of Collective Intellectual Property, or (v)Misappropriation of Trade Secrets, or (vi) Industrial Property, then the Parties in Interest and their co-conspirators Agree to disgorge to Us all Direct and Indirect Misgotten Revenue. Accordingly, the following provisions shall apply:

Obligation to Disgorge[SK19]

The breaching Parties in Interest and their co-conspirators acknowledge and Agree that in the event of any breach of the (i) Non-Compete and Non-Disclosure provision, or (ii) the Public Statements and Non-Disparagement provision, or engagement in (iii) Industrial Espionage or (iv) Misappropriation of Collective Intellectual Property, or (v) Trade Secrets, or (vi) Industrial Property, any financial benefit (whether monetary or otherwise) obtained from such breach shall be subject to disgorgement. The disgorgement includes, but is not limited to, all Direct and Indirect Misgotten Revenuer made by the breaching Parties in Interest and their co-conspirators from any one or more of the foregoing breaches.

Calculation of Direct and Indirect Revenue

The breaching Parties in Interest and their co-conspirators consent to provide a full accounting of all Direct and Indirect Revenue derived from the breach, including that of their Agents, affiliates, and alter egos. For the purposes of this provision, Direct and Indirect Revenue Includes any and all revenues, commissions, payments, concessions, overrides, contracts, business deals, secondary investment income, or any other compensation or consideration gained or facilitated directly or indirectly through the violation by the Parties in Interest or their co-conspirators (“Direct and Indirect Revenue”). We reserve, at Our sole discretion, the right to review all relevant financial records, business dealings, and any other materials to verify and calculate the Direct and Indirect Revenue subject to disgorgement.

Return of Profits

The breaching Parties in Interest and their co-conspirators shall, within thirty (30) days of notice from Us, provide said Calculation of Direct and Indirect Misgotten Revenue accounting and return the full and complete amount of such Direct and Indirect Misgotten Revenue to Us. If the breaching Parties in Interest and their co-conspirators fail to do so, We shall have the right to pursue all available legal remedies to recover the Direct and Indirect Misgotten Revenue, including seeking an injunction for a constructive trust over the Direct and Indirect Misgotten Revenue, resulting from the breach or any other remedy available under applicable law.

The foregoing thirty (30) day period will not be tolled for any reason and under any circumstance.

Additional Remedies

The Disgorgement of Direct and Indirect Misgotten Revenue under this clause shall be in addition to, and not in lieu of, any other remedies available to Us under this Agreement or applicable law, including but not limited to injunctive relief, actual and stipulated damages, and all internal and external legal costs. We retain the right to seek other remedies for the harm caused by the breaching Parties in Interest and their co-conspirators’ actions, including any consequential, punitive, or statutory damages to which We may be entitled.

Preservation of Rights

The breaching Parties in Interest and their co-conspirators acknowledge that the breaching Parties in Interest and their co-conspirators breach of (i) the Non-Compete and Non-Disclosure provision, (ii) the Public Statements and Non-Disparagement provision; or engagement in (iii) Industrial Espionage, or (iv) Misappropriation of Collective Intellectual Property, (v) Trade Secrets), or (vi) Industrial Property causes irreparable harm to Us, which may not be adequately compensated by monetary damages alone. Therefore, We may seek any equitable remedies, including but not limited to injunctive relief, in addition to Disgorgement of Direct and Indirect Misgotten Revenue, to prevent further harm.

Survival

The obligations under this Disgorgement of Profits clause shall survive the termination or expiration of this Agreement for a period of ten (10) years from the date of the breach.

Prohibition on Unjust Enrichment

Any Person or Entity that engages in Unjust Enrichment or the following shall be deemed an Infringing Party. Such actions Include:

Economic Coercion:

Using leverage or control over resources or relationships to pressure or to persuade others not to conduct business with Us, or intentionally cutting off Our market access, partnerships, or customer bases.

Market Exclusion:

Intentionally attempting to interfere, exclude, or cut off market access, partnerships, or customer bases with a direct relationship to Us or the associated marketplace.

Resource Denial:

Withholding or interfering with necessary resources, including access to existing financial partners or suppliers, data, or services beneficial or essential for Our operations.

Unfair Competitive Practices:

Unfairly gaining a competitive or business advantage through any act of interference or breach of this Agreement or violation of applicable law or otherwise hindering our ability to compete in the market.

Reputational Damage:

Engaging in activities that harm or attempt to harm Us or Our public image, reputation, business acumen, or business relationships.

Remedies and Damages:

Should We determine that an Infringing Party has been Unjustly Enriched, We will notify the Infringing Party in writing, detailing the specific acts constituting said violation, infringement, or breach.

Upon receipt of such notice, the Infringing Party must cease the alleged Unjust Enrichment practices and all related future acts of infringement or breach within five (5) days, without tolling for holidays or weekends.

Additionally, We may seek injunctive and all other available relief under this Agreement and applicable laws to enforce this provision. We will further seek – and the Infringing Party(ies) waive(s) all objections to Us collecting – attorneys’ fees, costs, and expenses (Including internal costs and expenses) related to said injunctive and other available relief.

Further, upon Our finding that Unjust Enrichment has occurred, the Infringing Party found liable for such practices shall be liable for any direct and indirect damages caused by these actions, all gross revenue derived therefrom (without offset of costs or expenses), in addition to any other remedies available under this Agreement and applicable law.

Exceptions:

This clause does not prohibit actions taken by a party that are:

• Specifically allowed by another provision of this Agreement; or

• Required by law or regulation.

Non-Retaliation:

The Infringing Parties agree not to retaliate, directly or indirectly, against Us in any manner for raising concerns about potential violations of this Agreement or related Account Documents, or for seeking enforcement of the same. Accordingly, the Infringing Parties are barred from any litigation that would be retaliatory or from filing, or causing to be filed, with any governmental agency or entity any notice, filing, inquiry, information, complaint, or communication targeting Us.

Compliance Monitoring:

The Parties in Interest and the Infringing Parties Agree that We may conduct periodic reviews or audits, Including Customer Due Diligence and Enhanced Due Diligence, to ensure compliance with all applicable laws, regulations, this Agreement, and all applicable Account Documents.

Cease and Desist, Disgorgement, Return, and Destruction of Misappropriated Intellectual Property, Trade Secrets, and Industrial Property

In the event of any breach, Conspiracy to breach, or plan to Misappropriate Intellectual Property, Trade Secrets, and Industrial Property, then immediately upon delivery to the Infringing Party or their Agent(s) of the Notice of Breach and Infringement, the following shall apply:

Disgorgement of Revenue

Pursuant to the Disgorgement of Misgotten Revenue by Breach provision herein, any Infringing Party found to act, directly or indirectly, in the Misappropriation of Our Collective Intellectual Property and Trade Secrets or otherwise misappropriate or gain access to Our Intellectual Proerty, Trade Secrets, or Industrial Property, directly or indirectly by any means, Including by means of Industrial Espionage, shall immediately disgorge to Us all Direct and Indirect Misgotten Revenue, as well as all direct, indirect, derivative, or consequential benefits derived, directly or indirectly, therefrom, and any other form of improper enrichment as “fruit of the poisonous tree.”

Cease and Desist

Within five (5) business days of receiving a Notice of Breach and Infringement, the Infringing Party shall immediately cease and desist all actions that directly or indirectly relate to, arise from, or have been otherwise derived from the use of, access to, or possession of the Misappropriated Property.

Disgorgement of Derivative Work Product

Any Infringing Party misappropriating or gaining directly or indirectly access through Industrial Espionage shall immediately disgorge to Us all Derivative Work Product.

Return of Property

Within ten (10) business days of receiving Notice of Breach and Infringement, each Infringing Party must return all tangible and intangible copies, records, and derivatives of all Misappropriated Property to Us. This Includes but is not limited to, documents, digital files, prototypes, Alpha Test, Beta Test, development or “dev copies,” prior or staged versions, or any material, regardless of type or character containing or embodying such information.

Destruction of Unauthorized Misappropriated Property

Each Infringing Party shall certify in a signed writing that all copies, adaptations, or reproductions of the Misappropriated Property, whether in physical or digital form, and any derived copies, adaptations, reverse-engineered system or process, or reproductions have been permanently deleted, destroyed, or rendered irretrievable. Destruction shall occur in the presence of legal counsel appointed by Us and, in Our sole and absolute discretion, such technical experts as may be required to confirm the destruction to prevent recovery or misuse of said Misappropriated Property. Each said Infringing Party shall bear the cost of supervision and destruction, along with all associated costs.

Verification of Compliance

In addition to other provisions of this Agreement, within ten (10) business days of completing the requirements above, each Infringing Party must provide a sworn affidavit or other independent evidence verifying compliance with this clause. Failure to comply will result in further legal action, Including injunctive relief and punitive damages.

Survival of Obligations

These obligations shall survive the termination of any relevant agreement and remain binding for ten (10) years following the Disgorgement.

This Cease and Desist, Disgorgement, Return, and Destruction of Misappropriated Intellectual Property, Trade Secrets, and Industrial Property provision is intended to be interpreted and applied in the broadest possible context to ensure the rightful protection of intellectual property rights and to deter misappropriation through equitable and corrective measures.

Prohibition of Future Use, Transfer, Gifting, Repacking, or Sale of Derivative Technology, Business Processes, Products, or Services

In the event of any applicable breach, Conspiracy, or other act or plan to Misappropriate Intellectual Property, Trade Secrets, and Industrial Property, then upon delivery to the Infringing Party or their Agent(s) of the Notice of Breach and Infringement, the following shall apply:

Prohibition on Use

The Infringing Party is hereby prohibited from any further, direct or indirect, use of any Derivative Work Product technologies, business processes, systems, websites, technology, products, or services, Including direct, indirect, derivative, or consequential work product, Including systems, source code, websites, processes, materials, procedures, marketing materials, resulting directly or indirectly from the use, access to, or possession of the Misappropriated Property.

Prohibition on Transfer or Assignment

No Infringing Party shall transfer, license, assign, or otherwise make available any Derivative Work Product to any third party, whether directly or indirectly, without Our prior written consent. This prohibition extends to all forms of sharing, including physical, digital, and verbal dissemination.

Prohibition on Sale or Commercialization

Each Infringing Party is strictly prohibited from selling, distributing, exchanging, or otherwise commercializing Derivative Work Product in any market or to any entity. Likewise, each Infringing Party is strictly prohibited from gifting, donating, or otherwise transferring Derivative Work Product to any Person or Entity without Our express, written, and duly executed consent. Any existing commercial arrangements based on the Derivative Work Product must be immediately terminated.

Obligations to Indemnify all Other Sources

Within five (5) business days of delivery to the Infringing Party or their Agent(s) of the Notice of Breach and Infringement, each Infringing Party must certify in writing that all copies, records, and forms of Derivative Works in their possession or control have been permanently destroyed and are no longer accessible.

Prohibition on Secondary Development

As a result of their infringement and likelihood of future infringement, each Infringing Party, or their Agent(s) or co-conspirators, are permanently and strictly prohibited from any direct or indirect secondary or subsequent development or a competitive or like Derivative Work Product, or from selling, distributing, or otherwise commercializing any future Derivative Work Product in any market or to any entity or doing such in concert with any other Person or Entity, or under any secondary or derivative arrangement. Any future, potential commercial arrangements based on the Derivative Work Product are prohibited and, if such should arise, must be immediately terminated and any associated agreements voided.

Survival of Obligations

These prohibitions shall remain binding indefinitely and survive the termination of any agreement or resolution of any dispute.

Enforcement and Remedies

Any breach of this provision will result in immediate legal action, Including claims for injunctive relief, compensatory damages, and punitive damages, as permitted by law. We shall be entitled to recover all internal and external legal costs and fees associated herewith.

This Prohibition of Future Use, Transfer, Gifting, Repacking, or Sale of Derivative Technology, Business Processes, Products, or Services provision is intended to be interpreted and applied in the broadest possible context to ensure comprehensive restrictions on the misuse, distribution, or exploitation of Derivative Work Product derived from proprietary or protected technologies and processes.

Quiet Enjoyment and Operation Provision

This provision is intended to provide for the quiet enjoyment and operation of the relationship between the Parties in Interest and Us. Specifically, this provision is meant to prevent Abusive, Frivolous, Malicious, and Extortive Actions, which by their nature are designed to circumvent the purpose of this Agreement and the purpose and intent of the associated Account(s).

Accordingly, such Abusive, Frivolous, Malicious, and Extortive Actions are prohibited. The Parties in Interest Agree that engaging in Abusive, Frivolous, Malicious, and Extortive Actions shall constitute a breach of this Agreement and thus be subject to the Stipulated Damages Provisions herein, along with an other legal and equitable remedies available to Us. Thus, the Parties in Interest Agree that in order to achieve the purpose of this Agreement and the purpose and intent of the associated Account(s), the Parties in Interest shall adhere to and abide by the following provisions:

a) The Parties in Interest Agree that filing litigation against Us outside the scope of the Alternative Dispute Resolution Provisions herein outlined or attempting to modify the Alternative Dispute Resolution Provisions herein outlined after the expiration of the Free Look Period shall be strictly prohibited. In such circumstances, We may, in Our sole authority and absolute discretion, and at the cost of the Parties in Interest and the associated Account(s), petition for injunctive relief and any other such legal remedies available to Us.

b) The Parties in Interest Agree that filing litigation following any prior litigation on the same subject matter and/or arising from the same or substantially similar transaction shall be considered a violation of this provision and thus a material breach of this Agreement. In such circumstances, We may, in Our sole authority and absolute discretion, and at the cost of the Parties in Interest and the associated Account(s), petition for injunctive relief and any other such legal remedies available to Us to restrict further frivolous or abusive claims being filed.

c) The Parties in Interest Agree that filing a Claim against Us in any court that is not the court of jurisdiction shall be considered a breach of this provision and thus a material breach of this Agreement. In such circumstances, We may, in Our sole authority and absolute discretion, and at the cost of the Parties in Interest, petition the court of jurisdiction for injunctive relief and any other such legal remedies available to Us to restrict further frivolous or abusive Claims being filed.

d) The Parties in Interest Agree that We and Our Third Parties have no duty to comply with the reporting requirements other than those set forth in the Account Documents and applicable laws.

e) The Parties in Interest have no standing to bring any action on behalf of an Account without first seeking to compel Us to bring such actions.

f) The Parties in Interest Agree that We require adequate powers to enforce and defend this Agreement and the terms contained in the applicable Account Documents to prevent retaliatory or abusive behavior, and to prevent anticipated breaches. Therefore, We may, in Our sole discretion and absolute authority, seek all legal and equitable remedies available to Us from the Court of Jurisdiction at the expense of the Parties in Interest and the associated Account(s).

g) The Parties in Interest Agree that they shall be jointly and severally liable for any direct or indirect damages (Including Stipulated Damages), legal fees, and all other related costs (Including staff time spent on the matter) incurred, directly or indirectly, by the Parties in Interest fighting Abusive, Frivolous, Malicious, and Extortive Actions.

In the event of any violation of this Quiet Enjoyment and operation Provision, and in addition to the Stipulated Damages provisions herein, the Parties in Interest shall be fully liable for any economic loss of the Indemnified Parties, Including future gross revenue loss, without offsets, and economic gross opportunity loss resulting from such breach. Accordingly, using a methodology of Our selection, any resulting economic loss shall be recovered at the cost of the Parties in Interest and the Associated Account(s).

Stipulated Damages Provisions

In recognition of the unique and complex nature of the Platform, Services, and any given Account(s) or relationship(s), and desiring to minimize dispute resolution burdens, the expenditure of resources, and wishing to maximize efficiencies, the Parties in Interest Agree to the following stipulated damages provisions as Commercially Reasonable in scope, amounts, duration, function, methodology, and process. Thus the sums stipulated herein are reasonably intended by the parties as the predetermined measure of compensation for unknown or unascertainable actual damages. Consequently, the sums stipulated are intended by the parties to reasonably determine the damages.

For clarity and avoidance of doubt, the Parties in Interest Agree that the stipulated damages and their application are herein (i) not grossly disproportionate to the actual damages if they could, in fact, have been identified; (ii) Commercially Reasonable in light of the difficulties of identifying and projecting all resulting actual damages and losses, determining the cope, future ramifications, and proving said actual damage losses in the event of a breach; (iii) represent a reasonable estimation of damages and the difficulties of proving loss in the event of a breach; (iv) not intended to limit or be in conflict with any other stipulated damages provisions herein outlined (for purposes of clarity and avoidance of doubt, any other stipulated damages provisions herein contained shall be cumulative to those outlined in this Stipulated Damages Provision section); and (v) not intended to be punitive damages, retaliatory damages, alternative damages, or a penalty. Accordingly, the Parties in Interest waive all Claims related to these Stipulated Damages Provisions and the related Stipulated Damages Schedule.

Stipulated Damages Schedule

The Parties in Interest acknowledge the scope and size of the resulting revenues and business opportunities stemming from or related to the Platform and Services and Agree that stipulated damages shall be calculated as defined within this Stipulated Damages Schedule in case of any breach of these Terms of Use or the applicable Account Documents that results in a Negative Marketplace Effect. For purposes of clarity and avoidance of doubt, the stipulated damages outlined in this Stipulated Damages Provision section shall only apply for a breach or violation of these Terms of Use or of the applicable Account Documents which has a Negative Marketplace Effect; any breach or violation of these Terms of Use or of the applicable Account Documents which does not have a negative Marketplace Effect shall incur actual damages as proven and decreed upon as outlined in the Alterative Dispute Resolution provision. Moreover, the Parties in Interest Agree that any breach or other violation of these Terms of Use, or the applicable Account Documents(s), Including violations related to misuse of Our Collective Intellectual Property, Nondisclosure, and Non-Compete provisions, will likely have a persistent negative effect on revenues and profits that could continue for a decade or more following the breach or violation.

Accordingly, the following list of elements of this Stipulated Damages Schedule section applies jointly and severally. These Stipulated Damages Schedule elements are not intended to be a substitute or replacement for one another, nor are they intended to be conditional upon each other. As such, the application of any one of the preceding elements is not a condition on the application of any other damage or element, nor shall the application of any one element preclude the application of any other component or all other stipulated damages element(s) applied in total. Furthermore, each following element is stipulated to be a separate harm without duplication or overlap.

• One hundred fifty million U.S. Dollars ($150,000,000) as stipulated damages to replace future and ongoing loss of its unique market position and market segments position as an innovation, thought, and compliance leader.

• Fifty million U.S. Dollars ($50,000,000) as stipulated damages to replace future and ongoing loss of competitive advantage and business scale.

• One hundred million U.S. Dollars ($100,000,000) as stipulated damages to replace future and ongoing general market penetration diminution, marketplace erosion, and marketplace share loss.

• Ten million U.S. Dollars ($10,000,000) as stipulated damages to replace future and ongoing employee morale and productivity reductions due to forgone employee income opportunities resulting from loss of current and future customer base, marketplace erosion, and revenue opportunities.

• One million U.S. Dollars ($1,000,000) per instance of Misuse of Collective Intellectual Property.

• Lost profits on future investment opportunity are to be calculated for ten (10) years forward at a rate equal to Our cumulative (additive) gross profit margin percentage before taxes and distributions to related parties, including all affiliates, subsidiaries, and affiliated investment accounts of the preceding.

• One hundred percent (100%) of any increase in costs, Including insurance costs or alternative or replacement vendor costs related to the Negative marketplace Effect.

• The Parties in Interest and Infringing Parties Agree that any infringement of the Unjust Enrichment Provision shall entitle Us to seek disgorgement of all monies obtained from said infringement by the Infringing Parties and associated Parties in Interest. Further, in recognition of the long-term and corrosive effect of a breach or infringement, as well as the immeasurable and incalculable damage such actions would cause Us, the Infringing Parties and the Parties in Interest Agree that We shall be entitled to ten million U.S. Dollars ($10,000,000) in Stipulated Damages per instance of an infringement or breach. The Infringing Parties and the Parties in Interest Agree that said ten million U.S. Dollars ($10,000,000) in Stipulated Damages is not a punitive measure, but rather a good-faith estimation of the damage We would suffer in the event of an infringement or breach.

The Parties in Interest Agree that the foregoing elements are unique and separate elements and constitute no overlap or duplication and waive all associated claims and objections at law, in equity, or under any other legal theory.

Additionally, the Parties in Interest Agree that in addition to the preceding stipulated damages, and not as a replacement or alternative thereof, We are entitled to (i) any other award an adjudicator of proper jurisdiction deems appropriate, Including punitive damages, attorneys fees and costs, and exemplary damages; and (ii) the stipulated damages calculated hereunder shall bear interest of six percent (6%) calculated annually, compounded from the first date of the associated breach.

Notwithstanding the waivers herein, in the event of a dispute, any party challenging the enforcement of the Stipulated Damages Provisions bears the burden of demonstrating their unreasonableness beyond any reasonable doubt. However, nothing in this provision circumvents the ADR process or confers a right to the Parties to file litigation in any venue.

Nothing in this provision shall be construed as granting any rights to the Parties in Interest or any other Person or Entity, by license or otherwise, except as expressly stated herein or in another properly executed written agreement approved by Us.

Foreign Currency Exchange

‍Unless we otherwise agree in advance in writing, which agreement must be executed by an authorized representative of EPG, you may only transact in United States Dollars ("USD") within our Platforms. Accordingly, any foreign currency received is automatically exchanged into USD. You bear all foreign exchange ("FX") fees and all risks incurred or associated therewith. FX fees are automatically deducted from the transaction by the executing FX provider. We do not execute FX exchanges; the associated FX exchange executes the FX exchanges at its then-current exchange rate and fees.

Authorized Users‍

Authorized Users must be identified by a unique email address and user name and two or more natural persons may not use the Platform as the same Authorized User. If the Authorized User is an employee engaged in the business of the employer, the use of the Platform by the Authorized User is as the agent of a third-party employer and such use binds the third-party employer to this Agreement.

You will defend, indemnify, and hold Eastern Point Global, our Affiliates, service providers, and all officers, directors, employees, suppliers, consultants, and agents of the preceding (the foregoing shall collectively be referred to herein as “Indemnified Parties”) harmless from any and all third-party lawsuit, claims, liability, damages, and costs (including but not limited to attorneys' fees) arising from or related to: (i) your access to and use of the Platform; (ii) any communication or instruction received from your unique email address and user name; (iii) any violation of this Agreement by you or any of your agents; (iv) infringement of any intellectual property or other right of any person or entity by you; (v) the nature and content of all customer data processed by us; (vi) any products or services arising from your access to use of or connection with the Platform; (vii) any lost or misplaced funds that were transmitted according to your instructions or performed by you and/or your agent and (viii) supplier dispute of any kind.

We retain the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Parties, by this Agreement or the terms of any associated Account documents, and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

If applicable, you or your agent must submit Payment or Transfer Instructions and the corresponding Funds to enable a payment. EPG has no obligation to send payments to Payees or make transfers until EPG is in receipt of the payment or transfer Funds and associated transaction fees. EPG is not responsible for any withholdings, freezes, or other delays or failures caused by you, your agent, or any intermediary’s bank, payment service provider, or financial institution, including but not limited to any losses or damages arising therefrom.

You will not be able to cancel Payment or Transfer Instructions once it has been confirmed. However, if you or your agent requests that EPG cancel Payment or Transfer Instructions within a reasonable time from its confirmation, EPG may make reasonable efforts to stop the Transaction or recover the Funds. Nevertheless, EPG is not responsible if it is unable to do so.

EPG is under no obligation to initiate or complete Transactions, including those involving digital assets or stablecoins, where EPG determines that: (1) it has incorrect or incomplete Payment or Transfer Instructions or Payee and/or Banking Information; (2) Transactions exceed transaction limits; or (3) the Transaction appears suspicious or in violation of this Agreement or Applicable Law.

Monitoring and Enforcement; Termination‍

We have the right to:

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, for any violation of this Agreement.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order(s) requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS EPG AND ITS AFFILIATES INCLUDING BUT NOT LIMITED TO EPG, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We assume no liability or responsibility for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Reliance upon Information, Instruction, Representation, and Warranties; No Duty to Audit

‍Customer represents and warrants that: (1) it will use the Services only for its internal and lawful business purposes and not for personal, family, or household purposes; (2) it has full and exclusive right, title, and interest in Funds; (3) it will resolve any dispute or complaint directly with each Supplier that may arise; (4) its use of the Services is and will remain in compliance with this Agreement and Applicable Laws. Customer shall promptly notify EPG if, in any jurisdiction in which it transacts, it becomes subject to any banking, money transmission, or payment services laws or has been contacted by any government agency or regulator regarding its movement of funds.

You, individually and as the agent for the Parties in Interest, shall disclose, with each request for fund(s) disbursements or transfers, any material mortgages, security interests, pledges, liens, easements, or encumbrances of any kind whatsoever that may exist against the requested assets. EPG may rely solely on any instructions, directions, petitions, or requests received from any of the authorized Parties in Interest, without any further duty to investigate or audit as confirmation that the recipient of the associated funds confirms he, she, or it has the free right and title to all of the property and assets, tangible and intangible, and the related assets are free of any material mortgages, security interests, pledges, liens, easements, or encumbrances of any kind whatsoever. Any claims arising from a third party asserting a claim shall be the sole liability of the authorized Parties in Interest who failed to disclose the applicable mortgage, security interest, pledge, lien, easement, or encumbrance. EPG shall be entirely held harmless and indemnified by the assets of the associated Account, and the Parties in Interest, jointly and severally, for all costs, including but not limited to attorney fees or claims.

For the purpose of this Agreement, "Parties in Interest" is defined as any and all natural persons or entity(ies) which may: (i) have a right; (ii) assert a right; or (iii) assert a claim to a right against any associated wallet or Account, the Assets of any associated trust or Account, or a benefit of any associated Account. Parties in Interest shall be interpreted in the broadest possible context to include, but not be limited to, claimant(s), creditor(s), any party making a claim or attribution to benefits and interests arising from any associated Account, or against any associated Account or the Assets thereof. In addition to the foregoing, Parties in Interest shall specifically include, but not be limited to: (i) any person(s) who is a parent, relative, family member, current spouse, life partner, guardian, or attorney-in-fact of a claimant or creditor; (ii) lineal descendants of a user of the Platform, whether by blood, adoption, or marriage; (iii) ex-spouses, ex-life partners, parents, and step-parents of a user of the Platform; (iv) the creditors of a Claimant; (v) any agent or the natural or legal guardians of each Claimant; and (vi) users of the Platform. The term "Parties in Interest" shall be applied both jointly and severally to the parties of any corresponding agreement.

The user, claimant, attorney, planner, or their authorized agent and all Parties in Interest acknowledge that they release entirely, hold harmless, indemnify and forever discharge EPG and its affiliates from all past, present, or future claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of service, expenses, tax consequences, and compensation of any nature whatsoever, whether based on a tort, contract, fiduciary duty or other theory of recovery, which the Parties in Interest now have, or which may hereafter accrue or otherwise be acquired, on account of, or may in any way grow out of reliance on the information, instruction(s), representation(s), and warranties which may be fraudulent, untrue, inaccurate, coerced, inconsistent with applicable tax laws and doctrine, or incomplete.

This release and discharge shall apply jointly and severally to EPG and all its affiliates, including, but not limited to, their respective officers, directors, stockholders, attorneys, agents, servants, representatives, employees, subsidiaries, affiliates, partners, predecessors, and successors in interest, heirs and assigns, and all other persons, firms or corporations with whom any of the former have been, are now, or may hereafter be affiliated (“Indemnified Parties”).

This provision shall be a fully binding and complete settlement of the associated rights and claims under this Agreement, by all users, claimants, persons, entities, attorney, broker, their authorized agent, and all Parties in Interest and their heirs, assigns, and successors, including but not limited to any applicable insurance carrier’s waiver of the rights of subrogation against EPG and its affiliates, and the Indemnified Parties. This provision shall apply in addition to all other provisions and have supremacy and prevail even when in conflict. You, claimant, attorney, planner, their authorized agent and all Parties in Interest acknowledge and agree that the release and discharge set forth herein is a general release. All claimants, persons, entities, attorneys, planners, their authorized agents and all Parties in Interest assume the risk that the facts or law may be other than claimants, persons, entities, attorneys, planners, their authorized agents and all Parties in Interest believe.

Electronic Transmittal of Information‍

EPG or you may need to electronically transmit confidential information to each other and to other entities engaged by either party, in accordance with applicable data protection laws and regulations of St. Christopher and Nevis and other relevant jurisdictions. E-mail is a fast and convenient way to communicate. However, e-mail is not necessarily a secure means of communication and thus confidentiality could be compromised. You agree to the use of e-mail and other electronic methods to transmit and receive information, including confidential information, between EPG and you and between EPG and third-party service providers or other entities engaged by either EPG or you, and further acknowledge and agree that the foregoing is Commercially Reasonable and has been fully disclosed.

Additionally, you acknowledge and agree that EPG may, in its sole discretion and absolute authority, elect to communicate with you and other entities engaged by you or EPG via encrypted email. You acknowledge and agree that any such communication(s) shall be deemed to be received by you or any entities engaged by you or EPG when sent, without regard to when you or any entities engaged by you or EPG become aware of its receipt or actually retrieve the communication. In the event you choose to respond or engage in subsequent communication via unencrypted means, any liability associated with any compromise shall be solely yours, and you hereby release and hold EPG harmless for any such liability. You acknowledge and agree that the foregoing is Commercially Reasonable and has been fully disclosed.

Website as a Terminal Instance

‍You acknowledge and confirm that your use of the website and the Platform is only as a server-side terminal instance via a browser and the associated code is executed on the host server. By accessing and using the website server, you agree to the stipulated facts as follows:

The website and Platform function as a server-side application where the associated code is executed on the hosting server. Users are expressly prohibited from using any automated means, artificial intelligence systems, or machine learning technologies to collect, analyze, or train on any data or content from the Platform. Accordingly, Your browser merely acts as a passive display device to display the output of the server-side code execution. Therefore, the hosting server executes the associated server-side machine application code, not your web browser. Moreover, the server-side application limits and controls all instances of all user access, functionality, and sessions, not your web browser.
When accessing the website, the user session is granted a partitioned user instance of the machine-executed code executed on the hosting server. Specific users or user sessions may be denied, terminated, or access limited based on the limitations executed and imposed by the server-side application. The user's interaction with the website is restricted to, and by, the functionalities provided by the server-side code execution on the server.

Platform Offered for Educational Purposes Only

‍EPG offers a variety of services and Platforms, self-help support software, client support software, and document management systems, all of which provide self-service automated software trust solutions. Fees charged are solely for ministerial services or licensing fees to access the self-help system, and fees are not a drafting or document preparation fee. The content herein is provided as, and limited to, information and descriptions of the features and benefits of our services, products, and the requirements as applicable.

The Platform is for informational purposes only and is not an offer to sell, a solicitation, or an offer to buy any security or legal, fiduciary or trust services. The information herein is not intended to be legal or investment advisory advice and should not be construed as legal or investment advisory advice. EPG and its Affiliates are not law firms, are not a lawyer referral service, and do not act as your attorney or investment advisor. We are not a substitute for the advice of an attorney or an investment advisor; as such, we do not provide any advice, explanation, opinion, or recommendation about possible legal rights, express any legal guidance on the matters contained herein, nor do we provide investment advice. As appropriate, seek the advice of an attorney if you have questions concerning legal questions, remedies, defenses, options; or seek the advice of a licensed investment advisor related to investments.

Limited Scope‍

EPG provides software as a service and administration services only in the jurisdictions in which it is licensed. EPG also provides non-fiduciary ministerial services and provides technology enabled ministerial solutions.

NO ASSET MANAGED OR CREATED BY EPG IS A SECURITY, FUTURE, OPTION, OR OTHER FINANCIAL INSTRUMENT OR AN OFFER TO PROVIDE ANY INVESTMENT ADVICE OR SERVICE(S). NOTHING HEREIN SHALL BE CONSIDERED A SOLICITATION OR OFFER TO BUY OR SELL ANY SECURITY, FUTURE, OPTION, OR OTHER FINANCIAL INSTRUMENT OR AN OFFER TO PROVIDE ANY INVESTMENT ADVICE OR SERVICE(S) TO ANY PERSON IN ANY JURISDICTION. NO RESULTING TRUST IS FORMED OR OPERATED BY EPG TO ACQUIRE A SPECIFIC SECURITY, CREATE A SECURITY, OR TO BE OFFERED AS A SECURITY. SECURITIES, DIGITAL ASSETS, STABLE COINS, AND INSURANCE PRODUCTS THAT MAY BE HELD IN ANY TRUST ARE NOT INSURED, ARE NOT A DEPOSIT OF AND ARE NOT GUARANTEED BY A BANK OR ANY BANK AFFILIATE, AND MAY LOSE VALUE. EPG ACTS SOLELY AS A CUSTODIAN OF STABLE COINS AND MAKES NO GUARANTEES REGARDING THEIR VALUE OR CONVERTIBILITY.

Location of Products and Services

‍Our services are offered only in jurisdictions where they may be lawfully offered and are also subject to the terms of the specific applicable agreement. NOT ALL PRODUCTS OR SERVICES ARE AVAILABLE IN ALL JURISDICTIONS. Certain fiduciary and non-fiduciary ministerial services may be provided through third parties in their respective jurisdictions.

Business Hours

‍Our standard Business Hours are from 9 AM to 4 PM Eastern Standard Time, Monday through Friday, except for legal holidays.

Terms of Fiduciary Services Offer‍

All offers (whether by mail, by phone, through employees, agents, the internet, or otherwise) are limited and are solely made from, and within, the jurisdictions in which EPG is licensed to operate and offer fiduciary services. All orders for fiduciary services require acceptance from an authorized officer of EPG operating within the offering jurisdiction before they become contracts. The use of the Platform does not constitute an offer to provide services beyond the borders of licensed jurisdictions identified herein.

In appropriate circumstances, EPG operates solely in a ministerial capacity; accordingly, in those circumstances, EPG then acts only in a non-fiduciary ministerial capacity, and neither holds nor exercises discretionary trust or fiduciary powers.

An escrow is a legal arrangement whereby an asset is delivered to a third party to be held in trust or otherwise pending a contingency or the fulfillment of a ministerial condition or conditions in a contract, settlement, or judgment.

NOTE: Unless expressly provided for in writing, any revenue sharing amounts received by EPG, its Affiliates, and its Third Parties shall be in addition to the fees due to EPG and shall not offset any other fees due to EPG. The beneficiary(ies), claimant(s) and their Parties in Interest, as defined in each trust, acknowledge and agree to the foregoing, and waive any and all claims, demands, conflicts of interest, or rights to such compensation or additional income that may have resulted from the operation of such arrangements.

Not Investment Advice

‍The Platform is intended to be a self-service trust creation and management platform. Therefore, we are not your investment advisor and the use of the Platform does not constitute any investment advisor relationship or engagement. As such, we provide no advice or recommendations related to your investment choices, the suitability of any investment, or the prudence of your risk tolerance. The content presented herein is not:

investment advice; or
the creation of an investment advisory relationship or engagement; or
the offer of any security, or the solicitation for the purchase or sale of any security; and

We do not, and will not, make any representations about the suitability of any Account Holding, and we are not, and will not be, responsible for the suitability of your choices and directions for any trust.

The Platform is for general educational purposes only. You, under the limited powers granted to you in this Agreement and any and all other agreements signed with EPG, are entirely responsible for making any decisions related to your Account. We cannot and do not guarantee any profits, nor can we protect you from losses. You assume the entire cost and risk of any decision you choose to undertake related to the Account Holdings. Investing involves risk, so you must always use your own best judgment when investing or seek advice from a licensed investment advisor. We are not an investment advisory firm, and your use of the Platform in no way constitutes a client/investment advisor relationship. All information we communicate to you, either through the Platform, other affiliated platforms, or other forms of communication, is for general educational purposes only.

WE RECOMMEND YOU SEEK A LICENSED INDIVIDUAL INVESTMENT ADVISOR BEFORE MAKING ANY INVESTMENT, FOR YOU ARE ASSUMING THE SOLE LIABILITY FOR YOUR INVESTMENT DECISIONS. EPG ACTS SOLELY IN A DIRECTED CAPACITY TO COMMUNICATE YOUR INSTRUCTIONS.

The inclusion of a supported Account Holdings option on the Platform is not a recommendation or investment advice, nor is it a solicitation to buy or sell any security.

Certain Account Holdings may have fees or other charges. These fees may be imposed by the fund manager/sponsor if the asset is typically held for less than one (1) year. As such, before selecting an Account Holding, always take the time to do your own research relative to the Account Holdings you are selecting for the trust, including but not limited to, utilizing public data available from an investment research firm service such as [suspicious link removed], and reading the prospectus of each asset carefully (for example a prospectus for securities can typically be found on the website of the respective mutual fund family.)

The net performance of your Account may be reduced by the fees and other expenses that your trust may incur and which are disclosed within your trust document. There is no guarantee that any particular Account Holdings allocation will meet your objectives or provide you with a given level of income. Diversification does not ensure a profit or protect against a loss.

IN CONSIDERATION OF THE ADMINISTRATIVE EFFICIENCY AND THE RESULTING LOWER COST OF TRUST ADMINISTRATION FROM WHICH YOUR ACCOUNT BENEFITS, YOU ACKNOWLEDGE, AGREE, AND SPECIFICALLY WAIVE ANY CLAIMS THAT MAY ARISE FROM OUR EXERCISE OF ADMINISTRATION OR MINISTERIAL POWERS.

ACH Electronic Funds Transfer Authorization Form

‍If you so request, EPG shall initiate, through its ODFI banks, scheduled or periodic electronic funds transfer debits and/or credits requested for trust additions (or when applicable, apply electronic funds transfer credits to the same).

If your financial institution should return any such electronic debit(s) for any reason, you authorize EPG to collect a returned item fee per its then-current fee schedule plus the associated ODFI bank fees from the associated Account. You also agree to be bound by the ODFI financial institution’s rules governing such transactions.

Upon the second occurrence of an authorized funds transfer being rejected, EPG shall bar such Account from any future electronic fund transfers.

Through the use of the system to request electronic funds transfers, you attest that you are an authorized signer on the financial institution account associated with this request, which will receive the requested funds transfer, you agree to the terms herein, and you acknowledge, understand, and approve the associated electronic funds transfer transactions.

Common Account Holdings

‍For the purposes of this Agreement, “Account Holdings” means any and all assets, regardless of type or nature, which are held by the Account as property, including but not limited to cash and synthetic asset types. When we act in a limited capacity related to the administration of Accounts and the associated custody of Account Holdings in-common (on an omnibus basis), the associated assets are subject to our policies as they may change from time-to-time. For stable coin custody, specific terms and conditions apply as outlined in the associated Digital Asset Custody Agreement.

For convenience concerning Account administration and Account Holdings, we may hold all or a portion of the Account Holdings jointly in-common (in omnibus) with the property of any other Accounts for which we also provide service(s).

When assets are held in-common, we shall maintain records that sufficiently identify the Account's portion of the jointly held assets pursuant to the following terms and conditions:(a) Unless otherwise agreed upon in writing, all assets shall be custodied in-common (omnibus account).(b) Account-specific non-omnibus long-title accounts may be requested at the time of account creation and at the then-current annual rate applicable for long-titled accounts plus all additional extraordinary fees.(c) In exchange for the lower fee, the Account, and all associated Parties in Interest, waive any claims, demands, conflict of interests, or rights to such that may have resulted from the operation of the common fund. Further, it is conclusively established that such resulting lower costs otherwise would not normally be commercially available to the Account, and that by utilizing the Indemnified Parties’ services, the use of in-common (omnibus) custody is Commercially Reasonable.(d) The Parties in Interest waive all associated claims, demands, or rights that may result from the utilization of in-common (omnibus) asset custody.

Disclaimers

‍You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

The publicly available portions of the Platform are provided for educational purposes only and are not intended to provide legal, tax, investment or financial planning advice. In using the publicly available portions of the Platform, you agree that you are solely responsible for your own investment research and decisions, that you will not rely on the Platform as the primary basis for your decisions (investment, financial, legal or tax) and, except as otherwise provided herein, EPG will not be liable for any actions you take based on information you receive via the Platform.

The Platform contains certain information EPG has filed or incorporated by reference in its reports with applicable government agencies (collectively, the “Disclosure Materials”). EPG expressly disclaims any duty to update any of the information set forth in the Disclosure Materials including, but not limited to, statements that may be considered forward-looking.

By accessing or using this Platform, you acknowledge and agree to the following terms and conditions regarding the use of artificial intelligence (AI) agents on this Platform. You further agree not to use any automated means, including AI or machine learning systems, to scrape, mine, or extract data from the Platform without our express written consent. The Platform may employ AI agents for the purpose of providing information, recommendations, or assistance to users. While these AI agents are designed to enhance your experience and deliver accurate responses, they are automated systems and may not always provide correct or complete information. You acknowledge that AI-generated content is provided for informational purposes only and should not be relied upon for making financial, legal, or investment decisions.

The EPG and its affiliates make no representations or warranties of any kind, express or implied, about the accuracy, reliability, or completeness of any information provided by the AI agents. You agree that your use of the information provided by AI agents is at your own risk. EPG and its affiliates shall not be held liable for any errors, omissions, or inaccuracies in the information provided by the AI agents, nor for any direct, indirect, incidental, consequential, or punitive damages arising out of your reliance on such information.

By using this Platform, you further waive any claims or demands against the EPG and its affiliates for any loss or damage, whether tangible or intangible, that may arise from relying on information generated by AI agents. You are encouraged to verify any information received from AI agents with independent sources and to exercise your own judgment before taking any action based on such information.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER EPG NOR ANY PERSON ASSOCIATED WITH EPG MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER EPG NOR ANYONE ASSOCIATED WITH EPG REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, EPG HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE EXTENT THE PLATFORM OR ANY ATTACHMENT CONCERNS TAX MATTERS, IT IS NOT INTENDED TO BE USED AND CANNOT BE USED BY A TAXPAYER TO AVOID REGULATIONS, LAWS, OR PENALTIES THAT MAY BE IMPOSED BY APPLICABLE LAW. WE PROVIDE YOU WITH THIS INFORMATION WITH THE UNDERSTANDING THAT WE ARE NOT RENDERING ACCOUNTING, INVESTMENT, LEGAL OR TAX ADVICE. PLEASE CONSULT YOUR INVESTMENT, LEGAL OR TAX ADVISOR CONCERNING SUCH MATTERS.

Good Faith‍

As used herein, "Good Faith" refers to an action or decision (or lack thereof) that meets any one or more of the following criteria:

it is not the result of intentional wrongdoing;
it does not result in a conflict of interest which would violate any statutorily defined Duty of Loyalty;
it is based on advice from a licensed professional, whether internal or external, who has subject knowledge about the matter in question;
it does not result in an improper benefit to any Indemnified Party, or such benefit was previously disclosed; or
it is taken based on the terms of this Agreement or any associated Agreement or Account, or the written or verbal instructions received with a signature or other digital ID or fingerprint consistent with prior verified communications or communication sources.

Further, the Indemnified Parties shall not be liable for errors of judgment or mistakes of fact or law, and may take the advice of counsel or other experts and shall be under no liability for any act or omission in accordance with such advice, nor for failing to follow such advice.

In addition, the presumption shall be that any action or inaction taken in reliance on information, consent, or directions received from a trust beneficiary, associated law firm, authorized agent, or authorized entity is made in Good Faith, unless there is evidence of willful misconduct or actual fraud on the part of the Indemnified Parties.

The associated Indemnified Parties may require a non-judicial settlement agreement on any matter, and such agreement shall conclusively establish Good Faith, which is not subject to future contest. However, any allegation of bad faith must be supported by clear, objective, demonstrable, and measurable facts.

Any action or inaction not made in Good Faith by one person or entity shall not be attributed to any other person or entity.

Funds Hold, Clearing, Settlement, and Risk Management Policy‍

You acknowledge and agree that Funds are considered “Collected Funds” as follows:

Wires – Twenty-four (24) hours (One (1) Business Day after receipt of funds).

Statements‍

Account statements are posted within ten (10) business days following the first day of the calendar month or quarter, depending on your statement cycle, unless prevented by circumstances beyond our reasonable control. To protect the assets of any associated Account from loss, fraud, theft, conversion, or misuse, the Claimant, Grantor, and their attorney, planner, authorized agent, and all Parties in Interest acknowledge and agree that they have a stipulated duty and a specific performance requirement to review the statements and reported transactions of any associated Account and acknowledge and agree that any resulting damages stemming from the failure to monitor the Account is not EPG's liability, but rather is the sole liability of You, the Claimant, Person, and their attorney, planner, authorized agent, and all Parties in Interest. Accordingly, You, the Claimant, Person, and their attorney, planner, authorized agent, and all Parties in Interest waive all claims at law or in equity against EPG and its Third Parties in such circumstances.

Unpaid Fees‍

You agree that fees unpaid for more than thirty (30) days shall accrue a Late Fee. For the purposes of this Agreement, the “Late Fee” shall be one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, that shall be assessed on the then-current outstanding past-due balance. Said accrued Late Fee shall be added to the then-current balance. In addition, you, the firm you represent as an agent or employee, and the associated Parties in Interest shall be jointly and severally liable for reimbursing us for all court costs, collection fees, processing fees, late fees, and attorney fees associated with such collection or defense. Moreover, you acknowledge, understand, and agree that should any fee(s) go unpaid for more than thirty (30) days, EPG may, without notice and without waiving any of its other rights, suspend service until such time as all fees, including any applicable Late Fee, have been paid.

Payment Crediting Policy

‍You agree to the following Payment Crediting Policy processes:

Payment Application‍

Collected money payments received in USD or approved stable coins will be promptly applied to their respective total Accounts' outstanding balance. For stable coin transactions, the applicable exchange rate will be determined at the time of transaction settlement according to our published rates.

The payment application process will first prioritize the oldest outstanding balance (in total) and shall not be applied to any one specific invoice or invoice line-item, regardless of any client attempted invoice or line-item limitation declaration.

Crediting Method‍

When a payment is received, it will be credited to the client's Account using the "oldest outstanding balance" method. The oldest outstanding balance refers to the outstanding amount that has been due for the longest period of time. Payments will be applied to the principal amount first, followed by any applicable interest, past due fees, or other fees associated with the outstanding balance.

Line-Item Limitation

‍There will be no allowable invoice or line-item limitation on credited payments. Regardless of the number of invoices or line-items associated with a client's outstanding balance, payments shall be credited to the oldest unpaid (outstanding) gross balance.

Communication‍

Clients will be notified of the payment crediting policy through various channels, including the website, Account statements, and customer support channels. You agree that, by this notice, you have received Commercially Reasonable notice and that the terms herein are fair and equitable.

Links Provided to Third Party Sites

‍Some of the sites listed as links herein will let you leave our server, are not under our control, and are provided for your convenience only. Access to any other internet site linked to the Platform is at the user’s own risk, and EPG is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these linked sites. We do not make any representations whatsoever concerning the content of those sites. The fact that we have provided a link to a site is NOT an endorsement, authorization, sponsorship, or affiliation by us with respect to such site, its owners, or its providers; we are providing these links only as a convenience to you. We have not tested any information, software, products, or services found on these sites and therefore cannot make any representations whatsoever with respect thereto. There are risks in using any information, software, products, or services found on the internet, and we caution you to make sure that you completely understand these risks before retrieving, using, relying upon, or purchasing anything via the internet.‍

Use Monitoring, Tracking, Logging, and Recording

Without limitation, We may monitor, track, log, and record all access or use of the Platform and Services, the content of the Platform and Services, emails, text messages, chats, or other communications You have with Us for quality control, customer service, training, security, legal compliance, enforcement, and other lawful purposes. You hereby consent to such monitoring, logging, tracking, and recording. Your consent is ongoing and does not require additional confirmation before or during such activities, except as required by the applicable law governing this Agreement. We may also record and archive Your access, logins, page visits, and other uses of the Platform and Services, and communications for regulatory purposes, to improve the user experience, analyze website traffic, enhance security, and other purposes. Said methods may be direct or through third parties, including Google Analytics, which shall, as the case may be, use cookies to perform said functions. You waive, without limitation, all rights and defenses, including affirmative defenses, and Claims or objections at law, equity, or under other legal theories regarding this monitoring, tracking, logging, and recording or the collection, use, or accuracy of the information collected or its use in any proceeding.

Monitoring and Recording Communications and Consent to Receive Communications

We may preserve, without limitation, any transmittal or communication by You with Us, including communications through the Platform or any service offered on or through the Platform, emails, telecommunications, video communications, and may also disclose such data if required to do so by law or when We determine that such preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce this Agreement or Associated Account Documents, (iii) respond to claims, or (iv) protect the rights, property, or personal safety of Us, Our employees, Users of (or visitors to) the Platform, and the public.

Accordingly, We may also monitor or record web visits and phone calls for security reasons, to maintain a record, or to ensure that You receive courteous and efficient service. This Agreement provides express consent in advance to any such recording. You waive any and all objections to the collection, use, or accuracy of such information and its use in any proceeding.

No Disbursement nor Delivery of Service(s) Constitutes an Endorsement

‍No disbursement from any Account or the Platform, and no execution of a service agreement, regardless of type, by us constitutes (i) an endorsement of the transaction or the associated parties; (ii) a statement of suitability, recommendation, prudence, assurance, or warranty of a financial transaction or the associated parties; (iii) advice in any form; (iv) assurance of compliance with the laws of any specific jurisdiction; or (v) assurance of compliance with applicable tax law and any associated liability. The associated compliance and financial risks of every transaction and related relationship(s) lie solely with the requestor and the Parties in Interest, who assume all such duties and risks.

Independent Allocations of Risks‍

Each provision of any associated Account and this Agreement that provides for a limitation of liability, disclaimer of warranties, releases, exonerations, hold harmless provisions, indemnifications, user limitations on action(s) or speech, stipulated damages, or exclusion of damages represents a mutually agreed allocation of the risks between the parties. This allocation is Commercially Reasonable, fully disclosed, and represents the complete scope of EPG's duties and obligations, and is an essential element of the basis of the bargain between the parties, and if absent, EPG would not otherwise provide services or access to the Platform. Each element of these provisions is severable and independent of all other provisions of any associated Account and this Agreement, and each of these provisions will apply even if the warranties in this Agreement have failed of their essential purpose.

Distribution Petitions or Requests‍

For written distribution petitions or requests received by us, you and all other Parties in Interest agree that the applicable "Security Procedure" shall consist of any procedure established by the terms of the associated Account, and this Agreement for reasonably verifying that a written distribution petition or request for benefits, or a communication amending or canceling a written distribution petition or request, satisfies the Security Procedure herein.

In the absence of your agreeing to a Supervising Third-Party verification of each written distribution petition or request, you and all other Parties in Interest hereby agree that any security procedure we may employ at our discretion, is an "Alternative Verification Procedure" whether based on algorithms or another type of code (alpha, numeric, or alphanumeric) identifying words (single or word combinations) or numbers (the foregoing including but not limited to email addresses, email MX records, internet protocol addresses, login ID records, digital fingerprints, signature digital IDs, account numbers, dates of birth (in whole or in part), social security number (in whole or in part), or other similar unique identifying words or numbers, encryption, callback procedures, or similar security devices. For clarity, any one (1) element of the Alternative Verification Procedure is sufficient to establish Good Faith verification. Notwithstanding the preceding, this provision does not conflict with or supersede the "Reliance upon Information, Instruction, Representation, and Warrants; No Duty to Audit" provision.

Further, you and all other Parties in Interest expressly agree that (i) the preceding Security Procedure is a Commercially Reasonable method of providing security against unauthorized payment orders, and (ii) the distribution petition or request is processed in Good Faith if it complies with the preceding Security Procedure or the alternative agreed upon terms of a written distribution petition or request, or instruction defining the terms of acceptance of written distribution petition or request. However, we are not required to accept or fulfill a distribution petition or request that violates any other associated written agreement. Further, the Indemnified Parties have no liability for any conflicting, modifying, or restrictive notice which is not received at a time and in a manner affording us a reasonable opportunity to act on it before the distribution request is processed.

You and all other Parties in Interest additionally agree that this Agreement determines the "commercial reasonableness" of a security procedure, as do the terms of a written distribution petition or request received by us to which you have expressly agreed, the circumstances of the Parties in Interest known to us, including the size, type, and frequency of written distribution petitions usually issued by such Parties in Interest, alternative security procedures offered to a given party, and the security procedures in general use by our clients. A security procedure is Commercially Reasonable as (i) the security procedure offered at the time of the creation of the Account for a supervising third-party verification option was refused, and (ii) you and all other Parties in Interest expressly agreed, in this Agreement and any other written distribution petition or request, to be bound by any written distribution petition or request, whether or not authorized and accepted by us in compliance with the Alternative Verification Procedure security procedures outlined herein.

Notwithstanding the preceding, if an attorney, broker or their office, acting or representing in any legal capacity one (1) or more Parties in Interest, submits any written distribution petition or request, we shall be able to rely in Good Faith on the attorney's or broker’s written distribution petition or request as a "Third Party" verification, given that the attorney or the broker is under a continuing duty under this Agreement and the rules of professional conduct to protect the client's personal identifying information, client data, and the attorney's or broker’s systems, devices, networks, data, emails, logins, and other communications.

Accordingly, the Indemnified Parties have no liability for any resulting loss or damages when acting under the provisions herein and, as such, you and all other Parties in Interest completely release, defend, hold harmless, indemnify, and forever discharge the Indemnified Parties from all past, present, or future claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of service, expenses, tax consequences, and compensation of any nature whatsoever, at law or in equity, which you or the Parties in Interest now have, or which may hereafter accrue or otherwise be acquired on account of, or may in any way grow out of, any related matter.

Finally, you and all other Parties in Interest agree that any breach of your duty to secure your system, devices, data, networks, emails, or other communications is solely your liability. Accordingly, the Indemnified Parties have no liability for any resulting loss or damages when acting under the provisions herein, and as such you and all other Parties in Interest completely release, defend, hold harmless, indemnify, and forever discharge the Indemnified Parties from all past, present, or future claims, demands, obligations, actions, causes of action, rights, damages, costs, losses of service, expenses, tax consequences, and compensation of any nature whatsoever, at law or in equity, which you or the Parties in Interest now have, or which may hereafter accrue or otherwise be acquired on account of, or may in any way grow out of, any related matter.

Assignment of Interest or Merger of Corporate Trustee‍

If any corporation performing services under this Agreement, whether individually or as a committee, is merged with or transfers substantially all of the associated Account Holdings to another corporation, or if an associated entity changes its name, the successor will automatically succeed as if that successor had been originally named. No document of acceptance shall be required, and the successor shall fully assume the associated role hereunder, without the execution or filing of any instrument or the performance of any further act, and shall have the same powers, authorities, and discretions as though initially named in this Agreement. No associated merger or transfer of assets shall be construed as the termination of the Agreement or the underlying Account.

The Account and its resulting fee(s), and all other associated revenues, are transferable to any successors or assigns and may also be sold at any time, in whole or in part, without restriction, prior notice, or prior consent. Further, no notice, approval, consent, or acknowledgment is required for assignment from any Party in Interest. This section shall bind all respective Parties in Interest and their successors and assigns. No assignment or sale of revenue or receivables shall be construed as the termination of the Agreement, or the underlying Account.

Limitation of Liability‍

TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF ST. CHRISTOPHER AND NEVIS, IN NO EVENT WILL THE INDEMNIFIED PARTIES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, OR ANY ASSOCIATED FIDUCIARY OR TRUST ADMINISTRATION SERVICES INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, 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, AND, NOTWITHSTANDING THE FOREGOING, OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO YOUR USE OF THE PLATFORM AND RELATED SERVICES (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO EPG FOR THE SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

FURTHER, NO INDEMNIFIED PARTY SHALL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, COVER, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS, INCLUDING BUT NOT LIMITED TO 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, OR LOSS OF DATA ARISING FROM OR OTHERWISE RELATED TO (I) YOUR ACCESS TO AND USE OF THIS PLATFORM; (II) ALL ASSOCIATED OR LINKED EPG WEBSITES; AND (III) ASSOCIATED ADMINISTRATION OR OTHER SERVICES PROVIDED BY EPG, ITS AFFILIATES, OR ITS THIRD PARTIES EVEN IF SUCH A PARTY OR ITS EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. FURTHERMORE, THIS LIMITATION OF LIABILITY SHALL ALSO APPLY TO DAMAGES ARISING OUT OF ANY TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO GOODWILL, WORK STOPPAGE, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

FURTHER, YOU AGREE THAT IN ANY JUDICIAL, NEGOTIATION, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG YOU AND US OR OUR AFFILIATES THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH YOUR ACCESS TO, AND USE OF, THIS PLATFORM, ALL ASSOCIATED OR LINKED EPG WEBSITES AND ASSOCIATED ACCOUNT ADMINISTRATION, OR OTHER SERVICES, OR RELATED SERVICES PROVIDED BY EPG, ITS AFFILIATES, OR ITS THIRD PARTIES, YOU SHALL NOT HAVE A REMEDY OF, AND EPG SHALL NOT BE LIABLE FOR, INCIDENTAL, SPECIAL, INDIRECT, COVER, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS, OR BUSINESS, INCLUDING BUT NOT LIMITED TO 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, OR LOSS OF DATA. YOU HEREBY EXPRESSLY WAIVE ANY RIGHT OR CLAIM TO INCIDENTAL, SPECIAL, INDIRECT, COVER, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS, OR BUSINESS, INCLUDING BUT NOT LIMITED TO 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, OR ANY OTHER DAMAGES YOU MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY, OR OTHERWISE.

ACCORDINGLY, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EPG BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (I) USE OF THE PLATFORM, DOCUMENTATION, OR SERVICES; (II) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (III) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, DOCUMENTATION OR RELATED SERVICES; (IV) ANY UNAUTHORIZED COMMUNICATION TO EPG, ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, EXCEPT WHERE SUCH LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE DATA PROTECTION AND PRIVACY LAWS OF ST. CHRISTOPHER AND NEVIS; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM, DOCUMENTATION, OR SERVICES BY ANY THIRD PARTY; (VII) ANY LOSS ARISING FROM THE PLATFORM, DOCUMENTATION, OR RELATED SERVICES; (VIII) 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 POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM, DOCUMENTATION, OR RELATED SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (IX) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY.

Interpleader

‍Should any controversy arise among the Parties in Interest concerning the right or claims to receive funds, property, or any other assets held in an Account, we may in our sole authority and absolute discretion, institute an appropriate interpleader action, with the applicable court, to determine the rights of the Parties in Interest. The Parties in Interest hereby acknowledge and agree that they will indemnify and hold harmless the Indemnified Parties if any Indemnified Party institutes an interpleader action. Further, The Parties in Interest hereby acknowledge and agree that any costs associated with said interpleader action, including but not limited to attorneys’ fees, court costs, administrative costs, and other extraordinary fees shall be paid out from the Account Holdings.

The Parties in Interest acknowledge and agree that there will be a hold on all distributions from the Account until a final court order determining the rights of the Parties in Interest is issued. Additionally, the Parties in Interest acknowledge and agree that they shall be entirely responsible for any and all legal costs incurred in asserting their claims before the court hearing the interpleader action.

Indemnification‍

You agree to indemnify, defend, and hold the Indemnified Parties and any associated Administrator harmless from any liability, loss, claim, or expense, including attorney's fees, that may result, in any way, from your use of the Platform. In the event the assets of any associated Account are insufficient to provide complete indemnification of the Indemnified Parties and any associated Administrator then you and the Parties in Interest, jointly and severally, agree to personally indemnify such party(ies). Nothing in this Agreement shall affect any non-waivable statutory rights that apply to you. EPG reserves the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting EPG's defense of such matter.

Force Majeure

‍No failure, or omission, by us to carry out our obligations or observe any of the stipulations or conditions of this Agreement shall give rise to any claims against us or be deemed a breach of this Agreement if such failure or omission arises from any of the following (hereinafter referred to as “Force Majeure Event”): war; war-like hostilities; civil commotion or unrest; riot(s); strike(s); insurrection(s); blockade(s); pandemic(s), epidemic(s), or events causing quarantine restrictions; government interventions; government shut-downs; any change in laws, orders, rules, regulations, ordinances or other governmental or judicial acts impairing performance; failure of the banking system or other financial networks; cyber breach; software or hardware failure; loss of electrical power; communication failures (including, but not limited to failures in connection with the internet and phone lines); sabotage; terrorism; embargoes; shortage(s) or delay(s) of materials or labor; an act of God; natural or man-made disasters, artificial intelligence influenced failures or actions, or any other similar event beyond our control.

If any such Force Majeure Event occurs, we shall, in writing, notify you as promptly as is reasonably practicable, given the associated circumstances, following the discovery of the Force Majeure Event. Such notice shall stipulate the nature of the Force Majeure Event and any necessary and relevant details. If possible, we will include in the notice a good-faith estimate regarding the resumption of activities and duties under this Agreement.

The activities and duties under this Agreement shall resume as soon as practicably possible. However, if the occurrence of a Force Majeure Event renders performance of the obligation commercially impractical, impossible, or such Force Majeure Event frustrates the purpose of this Agreement, you and us shall negotiate in good faith an equitable adjustment of the terms and conditions of this Agreement affected by such event, or where necessary, termination of this Agreement.

For the avoidance of doubt, a Force Majeure Event shall not include (i) financial distress of a party; (ii) the inability of a party to make a profit or avoid a financial loss; (iii) changes in the market prices or conditions; (iv) a party’s financial inability to perform its obligations hereunder or (v) loss of access to Accounts.

The provisions of this section shall be interpreted in the broadest possible terms. For clarity and avoidance of doubt, the omission of a term or phrase shall not be construed as a limiting factor, but rather shall be construed as being omitted for the purposes of efficiency and commercial expediency.

Choice of Law; Jurisdiction‍

Subject to all applicable binding dispute resolution process provisions herein, the parties hereto irrevocably agree that the St. Christopher and Nevis Magistrate’s and/or Court Eastern Caribbean Supreme Court, St. Christopher and Nevis Circuit, shall have exclusive jurisdiction to hear and determine any suit, action, or proceeding and settle any dispute between them that may arise out of or in connection with an Account and for such purposes, each party irrevocably submits to the exclusive jurisdiction of such court. The parties hereto waive all objections and irrevocably consent to the exclusive jurisdiction of the exclusive jurisdiction of the High Court of St. Christopher and Nevis and its superior courts in respect of all disputes which may arise out of this Agreement, as the court of jurisdiction for all matters arising from an Account. Further, in all matters pending before the court of proper jurisdiction as outlined in this provision, at all times the laws of St. Christopher and Nevis shall be applied and govern all transactions hereunder without regard to any choice of law provisions, if any.

Alternative Dispute Resolution, Defenses Discovery Provisions

‍NOTICE: READ THIS SECTION CAREFULLY AS IT CONTAINS BINDING AND IRREVOCABLE DISPUTE RESOLUTION PROVISIONS AS WELL AS LIMITATIONS ON DISCOVERY, DEFENSES AND SUBPOENA POWERS WHICH LIMIT YOUR RIGHTS AND AVAILABLE DEFENSES AND DISCOVERY.

You Agree to the following binding Alternative Dispute Resolution Process (“ADR”). You and We may alter the below-outlined process according to the provisions below. This Section provides for a binding alternative dispute resolution process with the goal of ensuring a simpler, more informal, and more expeditious process. The following Alternative Dispute Resolution Process, Defense and Discovery Limitation Provisions are not a condition of contracting with Us. You may request, in a written request titled “Request to Negotiate the Alternative Dispute Resolution Process, Defense and Discovery Limitation Provisions” within five (5) business days of the date and time of Your initial access or use of the Platform or Services, and before any further access or use of the Platform and Services, to negotiate a mutually acceptable alternative provisions of the Alternative Dispute Resolution and Discovery Provisions provided in this Section. You must do so, prior to a second or additional access or use of the Platform or Services. Your “Request to Negotiate the Alternative Dispute Resolution Process, Defense and Discovery Limitation Provisions” notice must plainly indicate Your express intention requesting a negotiation of the terms and provisions of this Section. You shall send this “Request to Negotiate the Alternative Dispute Resolution Process, Defense and Discovery Limitation Provisions” written request according to the Notice provisions of this Agreement. For purposes of this Section, the “Request to Negotiate the Alternative Dispute Resolution Process, Defense and Discovery Limitation Provisions” notice shall be considered given and received by Us if: (i) It is postmarked within the given time period, (ii) its contents expressly state Your intent to request an amendment of this Section, and (iii) delivery is confirmed to the address contained in the Notice provisions of this Agreement.

Should You fail to provide the “Request to Negotiate the Alternative Dispute Resolution Process, Defense and Discovery Limitation Provisions” request as titled and outlined above and/or access or use of the Platform or Services a second or subsequent time, such actions or inactions (as the case may be) shall constitute an irrevocable and affirmative acceptance of the Alternative Dispute Resolution Process, discovery, and subpoena limitation provisions herein.

Finally, should You elect to request modification under this Section, We reserve the right to terminate this Agreement, all Accounts, and Services provided to You without further advance notice or cause. Should We elect to terminate the Agreement, We shall mail a notice to the Person who made the initial request stating as such; this notice will be considered given and received by the Parties in Interest when such notice is postmarked. Finally, for clarification purposes, Your election to exercise Your right to request a modification of this Section does not discharge any other right, duty or obligation under this Agreement or any other agreement You may have with Us.

Binding Alternative Dispute Resolution Process

Should the Parties in Interest assert a dispute or justiciable issue with Us, such disputes shall be brought forth and resolved exclusively through the ADR process contained herein. For clarification, all disputes brought by Parties in Interest against Us alleging any Claim shall be resolved solely by the following binding triphasic ADR Process, which consists of an Investigation Phase, Negotiation Phase, and Mediation Phase and the Parties in Interest are barred from any other judicial process or litigation. The Parties in Interest Agree that the Alternative Dispute Resolution Process cannot be avoided or rendered nugatory by filing any other lawsuit or proceeding and waive all rights to do such. However, We do not waive their right to litigate a dispute, claim or issue they may have against the Parties in Interest, We explicitly and without limitation preserve all other rights and legal remedies available to Us. The Parties in Interest expressly Agree to be bound by the exclusive dispute resolution process detailed in this Section.

The Parties in Interest Agree that the Alternative Dispute Resolution Process period shall not “toll” or stay the running of any applicable statute of limitations regarding the claims or disputes in question, nor toll the limitation periods contained herein. The Parties in Interest further Agree that the applicable limitation period for any claim they may have against Us shall begin to run (expire) at the moment of the issue arises or the associated transactions are posted on the Account (generally the same day and time as the transaction itself), not when the Parties in Interest discover such issue. Finally, the Parties in Interest Agree that, in the event they file a lawsuit in violation of these Terms of Use, all tolling shall be rendered nugatory and no tolling shall occur while said litigation is pending.

The Parties in Interest Agree that the Alternative Dispute Resolution Process herein outlined is valid, enforceable, and irrevocable. Consequently, the Parties in Interest Agree to (i) limit the resolution of a dispute initiated directly or indirectly by any Parties in Interest solely to this Alternative Dispute Resolution Process; (ii) waive all rights to a jury trial; (iii) waive all rights to file any action (including class actions) in court of Saint Christopher and Nevis and/or Eastern Caribbean Supreme Court or any other country; (iv) waive all rights to remove any action to any other country; (v) waive any rights to transfer or change the venue of any litigation brought by Us against any Parties in Interest; (vi) waive the right to have broad discovery as such may be provided under the applicable rules and laws; (vii) Agree to the defense, discovery and subpoena limitations set forth herein; and (viii) waive any objection to this ADR Process and associated limitations on any grounds at law, in equity or legal theory, including grounds that You may incur higher or accelerated costs as compared to litigation or have fewer grounds for claims.

For the dispute resolution process to commence, the Parties in Interest (the “Complaining Party”) must notify Us in writing by completing a Complaint Form in its entirety. The Complaint Form can be requested by calling us or emailing Us. If the Complaining Party does not fulfill the procedures set out in this Section, including the use of the then current Complaint Form, then We have the right to terminate the ADR and dismiss the dispute with prejudice, including Our right, at Our sole discretion, to petition the court of jurisdiction to affirm the dismissal with prejudice. Said right to petition the court lies solely with Us. Accordingly, failure to comply with the following provisions bar the Complaining Party from any resulting Claim, rights or litigation.

Otherwise, all Claims arising out of, or relating to, this Agreement, Our acts or inaction, Services, Accounts, Account Documents, or this Platform, or any other related matter, including any alleged breach or any other claim, defense, or objection at law, or in equity or in theory, which the Parties in Interest now have or which may hereafter accrue or otherwise be acquired or asserted on account of, or may in any way grow out of or relate to, this Agreement, Our acts or inaction, Services, Accounts, Account Documents, or this Platform, shall be solely resolved with the following procedures:

First - Inquiry.‍

The Inquiry phase is a mandatory precondition to the Negotiation Phase. Upon timely receipt of a complete and accurate Complaint Form, a Resolution Agent will review the matter. The Resolution Agent will evaluate the matter based on the information the Complaining Party provided and information in Our possession. Within forty-five (45) Business Days of Our receipt of the Complaint Form, We will address the issues raised in the Complaint Form by sending the Complaining Party a letter (“Resolution Notice”) in which the Resolution Agent will: (i) offer to resolve the complaint in the way Requested; (ii) make a determination rejecting the complaint and set out the reasons for rejection; or (iii) offer to resolve the complaint with an alternative solution. In circumstances where the Resolution Agent is unable to respond to the Complaint Form within forty-five (45) Business Days for reasons beyond Our control or because there is a need for additional information, the Resolution Agent will send the Complaining Party a communication indicating the reasons for any delay in answering the complaint, and specifying the time frame by which the Resolution Agent will respond to the complaint; this time frame will be no more than seventy-five (75) Business Days from Our receipt of the Complaint Form.

Inaccurate, incomplete, frivolous, misleading, or omitted related or relevant information on the Complaint Form shall not establish a basis for appeal, objection, or judicial action regarding the Resolution Agent’s determination. Should the Inquiry Phase be unsuccessful in remedying the dispute, the Parties may schedule a Negotiation of said dispute as outlined below. In the event that the Parties in Interest refuse to enter into the negotiation phase and are unsuccessful in the investigation phase, they are barred from bringing any other action. Further, in the event that the Parties in Interest ignore Our communications following the completion of the Inquiry phase for ten (10) calendar days or more from the first issuance of a communication, the entire ADR process outlined herein shall be deemed terminated. The Parties in Interest shall be deemed to have accepted the outcome stated in the original communication, and are thus barred from bringing any further action or claim, whether at law, in equity or other legal theory against Us.

Second—Negotiation.

The Negotiation phase is a mandatory precondition to the Mediation Phase. The Complaining Party noticing the claim or asserting the claim must fully satisfy all of the requirements of the Inquiry process. If the preceding prerequisite Inquiry process has proceeded timely, the Complaining Party has fully complied with the requirements and procedures of the Inquiry process, and the Inquiry process fails to resolve the dispute, then a “NOTICE OF REQUESTED DISPUTE RESOLUTION BY NEGOTIATION” shall be served to Us pursuant to the Notice Provisions Section herein. Upon the satisfaction of the preceding, then the Parties shall proceed to Negotiation within thirty (30) days unless all Parties have previously agreed to a different time frame in writing.

The Parties shall coordinate and schedule a negotiation. Within ten (10) Business Days of the scheduling of a negotiation, the Complaining Party shall submit a complete and detailed Written Brief. The preceding shall constitute the sole facts, arguments, exhibits, supporting citations, and analysis of all related provisions of the applicable law, associated Account, and incorporated provisions allowable by the Complaint and their related parties during the entire Alternative Dispute Resolution process and shall be solely relied upon by any future Mediator without amendment or supplement. The Written Brief must identify and not omit any and all applicable provisions (including limitation and exculpatory provisions) of this Agreement and the Account Documents.

The Complaining Party, noticing the claim or dispute or asserting the claim, must fully satisfy all of the requirements of the Negotiation process detailed in the preceding paragraph prior to the initiation of the Mediation process detailed below. The Parties shall make all reasonable efforts to complete the Negotiation within thirty (30) Business Days of the first Negotiation session.

The Negotiation process shall be confidential and sealed. As such, all communications, both written and oral, during the phases outlined above are confidential and treated as settlement negotiations for purposes of any applicable rules of evidence; however, documents generated in the ordinary course of business prior to the dispute in question that would otherwise be discoverable under the discovery procedures outlined below do not become confidential simply because of their use in the Negotiation process.

In the event the Negotiation process is not completed due to a failure of the Complaining Party to notice the claims or disputes in compliance with the applicable requirements, said Complaining Party shall irrevocably, unconditionally, completely, and forever waive any resulting claim, counterclaim, defense or objection at law, in equity or theory, which the Parties in Interest now have or which may hereafter accrue or otherwise be acquired or asserted on account of, or may in any way grow out of or related to, the associated claims or causes of action and thus be barred from bringing forth any other claim, legal action at law, in equity, or in theory in any jurisdiction, court, or other adjudicatory body.

During or before the Negotiation process, We have the right, and may exercise said right at any time, not to proceed to, to delay the Negotiation process, or dismiss the matter with prejudice due to the Complaining Party’s failure to fully comply with the requirements of this Alternative Dispute Resolution process. In such an event, they are barred from bringing any other action at law, in equity or other legal theory.

In the event that the Parties in Interest refuse to enter into the Mediation Phase and are unsuccessful in the Negotiation Phase, they are barred from bringing any other action at law, in equity or other legal theory. Further, in the event that the Parties in Interest fail to respond in writing by the Notice procedure to Our communications following the completion of the Negotiation Phase for ten (10) calendar days or more from the first issuance of a communication, the entire adjudication process outlined herein shall be deemed terminated. The Parties in Interest shall be deemed to have accepted the outcome stated in the original communication, and are thus barred from bringing any further action against Us at law, in equity or other legal theory.

Third—Mediation.

The Investigation and Negotiation phases and their conditions are a mandatory precondition to the Mediation Phase. If the prerequisites of the Inquiry and Negotiation processes have proceeded timely, and the Complaining Party has complied fully with all associated procedures and has failed to resolve the dispute, then the Parties shall proceed to binding Mediation unless all Parties have previously agreed to a different time frame in writing. A “NOTICE OF REQUESTED DISPUTE RESOLUTION BY MEDIATION” shall be served to Us pursuant to the Notice Provisions Section herein, by the Complaining Party, signifying that the good faith negotiation was unsuccessful and requesting the commencement of the Mediation process. The Parties shall agree on a single mediator within St. Christopher and Nevis; however, if they cannot mutually agree to a single mediator within sixty (60) Business days of the Notice of Requested Dispute Resolution by Mediation being served, then an attorney or law firm to be named by Us shall appoint a mediator. The Mediation location shall be in Nevis, St. Christopher and Nevis, where the parties shall physically attend. Failure to attend any session or appear timely shall result in the immediate dismissal of the matter with prejudice and the Parties in Interest thus shall be barred from bringing forth any other claim, legal action at law, in equity, or in theory in any jurisdiction, court, or other adjudicatory body.

The Mediation session shall be held within one hundred and twenty (120) Business Days of the retention of the mediator and last for at least three (3) full Mediation sessions of one (1) hour before any involved Party has the option to withdraw from the process. The parties involved in the Mediation may agree to continue the Mediation process beyond the initial three (3) Mediation sessions until there is a settlement agreement or one of the involved Parties or the mediator states that there is no reason to continue because of an impasse that cannot be overcome and the mediator sends a written “NOTICE OF TERMINATION OF MEDIATION” to all Parties. All reasonable efforts shall be made to complete the Mediation session within one hundred and twenty (120) Business Days of the first Mediation session.

During or before the Mediation process, We have the right, and may exercise said right at any time, not to proceed to or to delay the Mediation process due to the Complaining Party’s failure to fully comply with any requirement of this Alternative Dispute Resolution process. The Party that noticed the dispute shall solely bear the Mediation costs, including all attorneys’ fees and costs of Us, unless the Parties agree otherwise in writing. The service of the NOTICE OF REQUESTED DISPUTE RESOLUTION BY MEDIATION shall not toll or stay the running of any applicable statute of limitations or other limitation period regarding the dispute in question.

All communications, documents and work product, including those of the Mediator, both written and oral, during the phases outlined above are confidential, sealed, and treated as settlement negotiations for purposes of any applicable rules of evidence. As such, the Parties in Interest Agree that all such documents and work product are beyond the scope of discovery or a subpoena.

The Mediation process shall be confidential and treated as settlement negotiations for purposes of any applicable rules of evidence.

The Parties in Interest Agree that in the event the Mediation process is not completed due to a failure of the Complaining Party to comply with its requirements, the Parties in Interest shall irrevocably and unconditionally waive all associated claims or causes of action and be barred from bringing forth any other legal action at law, in equity or other legal theory in whatever dispute resolution venue, including a court of law.

The Mediation is final and binding, and the Parties in Interest waive all rights to other resolution processes, such as court actions, administrative proceedings, or arbitration. The Parties in Interest waive the right to bring forth any other claim at law, equity, or in theory, related to the Platform or any Account. Judgment on the mediator’s award may be entered in the Court of Jurisdiction per the terms hereof. Further, in the event that the Parties in Interest ignore Our communications or the communications of the mediator following the completion of the Mediation Phase for ten (10) calendar days or more from the first issuance of a communication, the entire adjudication process outlined herein shall be deemed terminated. The Parties in Interest shall be deemed to have accepted the outcome stated in the original communication and are thus barred from bringing any further action against Us.

Notwithstanding the preceding, and at Our sole discretion, We have the right (without prejudice to the facts, standing, or prior Good Faith efforts) to cease the ADR process and institute any action against any party in the Court of Jurisdiction, stipulated in the Agreement, for breach, injunctive or other equitable relief or claims as We deem appropriate.

Further, the Parties in Interest shall not, directly or indirectly, make, or cause to be made, any public statements, including comments or statements to any third parties, press releases, or announcements regarding any pending, active, or resolved dispute, the ADR provision, court actions outlined above, or the underlying facts or allegations, ultimate findings or determinations in connection therewith.

The Parties in Interest irrevocably and unconditionally waive any objection which the Parties in Interest now have, or which may hereafter accrue or otherwise be acquired, on account of, or may in any way grow out of any related matter. Accordingly, the preceding provisions bar the Parties in Interest from any resulting claim, counterclaim, defense, or objections at law, in equity, or theory in any jurisdiction.

Jury Trial Waiver

‍YOU AND WE KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVE OUR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR RECEIPT OF SERVICES REGARDLESS OF CAUSE, DIVERSITY, AMOUNT, OR THE NATURE OF THE CLAIM AT LAW, IN EQUITY, OR IN THEORY.

Class Action Waiver

‍You and the Parties in Interest further agree that any dispute resolution shall be conducted in the party's respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that the alternative dispute resolution process can proceed on a class basis, then the alternative dispute resolution process set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to the alternative dispute resolution provision.

Materiality of Provisions

BY ACCESSING OR USING THE PLATFORM, YOU AND ALL PARTIES IN INTEREST ACKNOWLEDGE AND AGREE THAT ALL PROVISIONS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE LIMITATION OF LIABILITY, INDEMNIFICATION, CHOICE OF LAW; JURISDICTION, AND NEGOTIATION, MEDIATION, AND ARBITRATION PROVISIONS (AND THOSE OTHER PROVISIONS AND AGREEMENTS INCORPORATED HEREIN BY REFERENCE), ARE MATERIAL TERMS AND THAT ABSENT SAID PROVISIONS EPG WOULD NOT AUTHORIZE ANY ACCESS TO, OR USE OF, THE PLATFORM OR ANY SERVICES ASSOCIATED THEREWITH. ADDITIONALLY, BY ACCESSING OR USING THE PLATFORM, YOU AND ALL PARTIES IN INTEREST HEREBY ACKNOWLEDGE AND AGREE THAT ALL PROVISIONS HEREIN ARE COMMERCIALLY REASONABLE, FULLY DISCLOSED, AND CONSISTENT WITH THE PURPOSES OF THIS AGREEMENT. ACCORDINGLY, AND PURSUANT TO THE FOREGOING, BY ACCESSING OR USING THE PLATFORM, YOU AND ALL PARTIES IN INTEREST WAIVE ANY AND ALL OBJECTIONS TO THE PRECEDING AND AGREE TO BE BARRED FROM ANY AND ALL ACTIONS DISPUTING THE APPLICABILITY, ENFORCEABILITY, OR EFFECT OF THE PROVISIONS OF THIS AGREEMENT.

Scrivener's Errors

EPG shall have the power to make amendments to correct ambiguities or Scrivener's Errors sua sponte to this Agreement and any website content. Scrivener's Errors are errors due to a minor mistake or inadvertence.

Intellectual Property (Including Trade Secrets)

The term “Intellectual Property” includes, but is not limited to (collectively and separately): (a) Marks; (b) user interface functions and design; (c) process design; (d) lists; (e) pricing information; (f) business strategy; (g) financial information; (h) marketing and advertising strategies; (i) sales techniques; (j) methods of conducting business; (k) technology platforms; (l) software; (m) web sites, publications, databases, and other content; (n) business processes material to the operation of the business; (o) symbols; (p) artwork; (q) copyrights; (r) franchise systems; (s) object code; (t) trading platforms; (u) trust document design and component elements; (v) patents and patent applications (including any abandoned applications); (w) pending trademark and service mark applications; (x) domain names and domain name registrations; (y) all products and services currently produced, marketed,licensed, sold or distributed by EPG; (z) all products and services currently under development that EPG intends to make commercially available within 24 months from your last use of the Platform; (aa) inventions, whether or not patentable, whether or not reduced to practice, or whether or not yet made the subject of a pending patent application or applications; (bb) ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending Patent application or applications; (cc) trade secrets and confidential, technical, or business information (including ideas, formulas, compositions, designs, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice); and (dd) technology (including know-how), manufacturing and production processes and techniques, methodologies, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information.

You agree to not, directly or indirectly:

Acquire, use, or disclose Intellectual Property, or any element of the Intellectual Property, to another person(s);
Engage in acquiring, or attempting to acquire, Intellectual Property by improper means;
Engage in the improper use of the Platform, including creating fictitious user identities or accounts, or acts of espionage (whether through electronic or other means);
Use any robot, spider, other automatic device, or manual process to monitor or copy any portion of the Platform or the content contained therein.

All rights, title, interest in, and ownership of the Intellectual Property shall remain the sole property of EPG. Nothing in this Agreement conveys any right or license to use Intellectual Property other than as expressly provided herein for the stated purpose of evaluating EPG and its product(s) for your personal use.

Foreground Intellectual Property means all intellectual property worldwide, including but not limited to, patents, unpatented inventions, copyrights, trademarks, mask works, trade secrets, standard operating procedures (SOPs), know-how, and all other forms of intellectual property conceived or first reduced to practice, or to a tangible medium of expression, or conceived or made during the performance of EPG under this Agreement and all Foreground Intellectual Property embodied in deliverables under this Agreement. Nothing herein shall constitute or infer a transfer of Foreground Intellectual Property to any other party.

You acknowledge and agree that you will not, directly or indirectly, use any Intellectual Property in any way detrimental to the EPG. You agree to keep all Intellectual Property in confidence and, except as expressly provided in this Agreement, will not disclose, or cause to be disclosed, Intellectual Property to anyone without EPG’s prior written consent. You agree that you will not use, or permit others to use, Intellectual Property for any purpose other than to evaluate the possible use of EPG and its products for personal use. You will use all necessary efforts and safeguards to ensure that there is no disclosure, dissemination, or unauthorized use of Intellectual Property.

Use of Copyrights and Trademarks

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Except as otherwise provided herein, you may not copy, upload, publish, transmit, distribute, archive, transcribe, create derivative works from the Platform, display the Platform content, use the Platform’s content, link to, or redirect to the Platform without the prior written consent of EPG.

Copies made incidentally in the ordinary course of your use of the Platform (such as in cache memory), and a reasonable number of printed copies for your own internal use are permitted, provided you do not delete or change any copyright, trademark or other notices or display to the public.

Title to all Intellectual Property rights in the Platform and material thereon remain EPG’s and its Affiliates or licensors. If EPG is made aware of any unauthorized use of its material, it may demand you immediately remove or destroy the same from all sources. Any failure to immediately remove or destroy such material is a breach of this Agreement, and you hereby explicitly agree to indemnify and hold harmless EPG from any damages arising therefrom, and explicitly agree to pay for all costs associated with any legal action taken in furtherance of your removing or destroying said material, including reasonable attorney’s fees, costs, and damages.

Before any use of the Marks, you must make a written request to us for permission to use the Marks, and we may grant or withhold permission to use the Marks at our sole discretion. No use is allowed unless you have express prior written permission. If permission to use the Mark is granted, your use of the Mark must always be fully and clearly reproduced, and you may not incorporate any of our Marks into the other published work unless you have express prior written permission.

The first time that you use the Mark in any medium, you must conspicuously indicate that:
“The mark is a trademark of EPG and is being used with the permission of Eastern Point Global, LLC.”

If you use any of the other Marks in any medium, you must also conspicuously indicate that such Marks are:

“The mark is a trademark of EPG and is being used with the permission of Eastern Point Global, LLC.”

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You must use the Marks in their entirety unless you have express prior written permission. A trademark symbol ® or ™, as applicable, should follow all prominent uses of the Marks. Certain types of expressions, postings, projects, products, and packaging may require additional or different notices. Contact us for more information and to discuss your intended use.

Entire Agreement

This Agreement, our Privacy Policy, and any separate agreement entered into between you and EPG constitute the entire agreement between you and EPG with respect to the Platform and constitute and supersede all prior agreements, representations, and understandings, written or oral; EXCEPT for any related service and/or joinder agreement(s) that may exist. Any agreements entered into between you and EPG subsequent to this agreement may be incorporated into said agreements at that time.

Public Statements & Non-disparagement

Without the prior written release of EPG, you shall not, directly or indirectly, issue any press release, or make public statements or announcements related to the Platform, EPG, its Third Parties, or any EPG product, written or oral, without the prior written consent of EPG, except as sworn testimony when required by law as part of a civil or criminal legal proceeding or a court order. However, voluntary false allegations made against EPG in any public pleading shall be deemed disparaging and a violation of these terms.

You agree you will not make, or induce or cause another party to make, any statement or communication, public or private, that (i) is intended to, or reasonably could be expected to, defame, disparage, or harm the reputation of EPG, its Third Parties, or the Platform; (ii) is false; (iii) that would reasonably be expected to lead to unwanted or unfavorable publicity or public perception.

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Specifically, you agree that you will not defame or disparage EPG, its Third Parties, or the Platform. You further agree not to relay, communicate, or repeat defamatory or disparaging comments from others or cause such statements to be made by a third party or through an anonymous persona. Defamation and disparagement include, but is not limited to: public writings, remarks, comments or statements (with or without malice or intent); which are false in nature, fact, or substance; and which impugn the character, honesty, integrity, morality or business acumen or abilities in connection with any aspect of the operation of the business of the covered individual or entity and includes, but is not limited to, the torts of defamation, product disparagement, insulting words, injurious falsehood and/or trade libel. Any violation of this section shall require you to remove any such defaming or disparaging statements immediately. In recognition of the willful and reckless nature of, and intent to harm associate with, defaming and disparaging statements, you agree that you shall be liable for any loss of revenue associated directly or indirectly with said statements in addition to stipulated damages of one million dollars ($1,000,000) per instance of the defaming or disparaging statements being made and/or published, and you acknowledge and agree that said liability shall begin from the moment the statement is made or otherwise published, whether verbally or in writing. All damages associated with said defaming and disparaging statements shall additionally include EPG's and its Third Parties' attorneys' fees and internal and external costs.

By your use and access, you acknowledge and agree that any effort or coordination of action by more than one person to cause, conspire, or coordinate to make or cause to be made defamatory or disparaging statements with intent to harm, aligning with defamation law and respecting free speech against EPG, its Third Parties, or the Platform, is stipulated as an injury of reputation, trade, business, or profession by reason of conspiracy, and EPG is entitled to recover, pursuant to the applicable statutory authority, three fold (3X) the damages sustained plus the associated stipulated damages, plus the costs of the suit, including attorneys' fees. Without limiting the generality of the term, "damages" shall include loss of profits and all future expectancy of lost profits or business opportunity.

Limitation on Actions

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM OR THE ACTIVITY OF ANY UNDERLYING ACCOUNT MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES OR WAS OTHERWISE MADE AVAILABLE, REPORTED OR KNOWABLE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

You, your Agent(s), Attorney(s), Advisor(s), Broker(s), and their Parties in Interest acknowledge and agree that the information regarding the activity of the Platform is readily available herein and accessible and available at any time upon request. You, Agent(s), Attorney(s), Advisor(s), Broker(s) and their Parties in Interest have a duty to monitor the activity of the Platform and acknowledge and agree that any resulting damages stemming from the failure to monitor the Platform is not EPG's or its affiliates’ liability, and the You, Agent(s), Attorney(s), Advisor(s), Broker(s) and their Parties in Interest waive all claims against EPG, its affiliates and its Third Parties in such circumstances.

‍Further, to the fullest extent permitted by applicable law, you and all Parties in Interest acknowledge that in the event of any breach of this Agreement by you or any associated Parties in Interest, you and such Parties in Interest are thereupon barred from bringing forth any past or present claim(s) or causes of action against EPG and its Third Parties.

No Interpretation Against Drafter

You recognize that this Agreement is a legally binding contract and acknowledge that you had the opportunity to review its contents and consult with legal counsel of choice before creating user credentials and using the Platform. You acknowledge and agree that in any construction of the terms of this Agreement, the same shall not be construed against any party on the basis of that party being the drafter of such terms. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Survivability and Enforceability

Any clause, provision, or section of this Agreement, or any amendment hereto, shall be void if it violates applicable law. If a court of competent jurisdiction as provided for herein rules that any clause, provision, or section of this Agreement or any amendment hereto is illegal or invalid, then such clause, provision, section, power, or obligation shall be deemed to be written only to the extent permitted by law. The provisions of this Agreement shall survive any termination of your use of the Platform, related services, Accounts, or information we supply.

Severability

If any provision in this Agreement is determined to be wholly or partially invalid, illegal or unenforceable, such provision shall be enforced to the extent it is legal and valid, and the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

No Waiver; Cumulative Remedies

Our failure or delay in exercising any of Our rights, remedies, powers, or privileges here under shall not be construed as a waiver of Our rights, remedies, powers, or privileges hereunder, except if so established by an executed written instrument approved by the Board of Directors. Further, any failure or delay in exercising any of Our rights, remedies, powers, or privileges hereunder shall not be deemed as Our (i) acquiescence to any default or event of default, or (ii) breach of any of the terms herein. Likewise, no past or future failure to exercise, nor any delay in exercising, on Our part of any right, remedy, power, or privilege hereunder or under the other applicable documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege here under preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein are cumulative, may be exercised singularly or concurrently, and are not exclusive of any rights, remedies, and privileges provided by law or by this Agreement or other agreement. For clarity, a properly executed waiver or partial waiver by Us pursuant to the terms of this Section of any right or remedy hereunder shall not be construed as a bar or waiver to any right or remedy We would otherwise have on any future occasion. Moreover, in all circumstances, We shall retain the unfettered right to enforce such rights at any time and take any and all action(s) as might be lawful or authorized hereunder, either in law or equity, including barring the actions of others based on a claim or theory of waiver, breach, or default. Finally, We reserve the right to rescind Our waiver and pursue enforcement of the previously waived rights, remedies, powers, or privileges here under.

Assignment

You may not assign this Agreement (by operation of law or otherwise) without the prior written consent of EPG, and any prohibited assignment will be null and void. EPG may assign this Agreement or any rights here under without your consent.

Notice Provisions

Please use the following for all Notices associated with this Agreement or any account with which you are associated. All Notices shall be in writing and mailed to:

Eastern Point Global, 382 NE 191st St., PMB 62193, Miami, Florida 33179-3899.

We may additionally be contacted for questions at:

+1 (855) 222-7513

Support@easternpoint.global

For your protection, we will not respond to emails notifying us of lost or stolen User Credentials. Additionally, if a call is placed to us, we may require an Acknowledged Instrument or verification of identity or other information.

We have no knowledge, duty, or ability to identify all Parties in Interest when we have not been provided with the information regarding the identity of any or all of the Parties in Interest, beneficiaries, or claimants. Accordingly, the Agent’s delegated duty is to ensure that all Parties in Interest have been adequately informed of and provided copies or access to the Account Documents as appropriate. Any claims arising from the Agent’s failure to provide copies of the Account Documents are solely the Agent’s liability.

You hereby expressly waive the mailbox rule, and thus any notices hereunder shall not be considered received or given until We have actual delivery and receipt of any communications.

Your Comments, Concerns, and Communications with EPG

All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: support@easternpoint.global

We, or our authorized agents and third parties, may monitor, track, log, and record all uses of the website or portions of your telephone calls, emails, text messages, chats, or other communications for quality control, customer service, training, security, legal, compliance, and other lawful purposes. You here by consent to such monitoring, logging, tacking, and recording. Said consent is ongoing and need not be confirmed prior to, or during, such monitoring, logging, tracking, or recording, except to the extent applicable law expressly requires otherwise. We may also archive your access and use of the websites and communications for regulatory and other purposes.

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