AS USED HEREIN, (1) THE TERMS “YOU” AND “USER” SHALL MEAN ANY PERSON ACCESSING AND/OR USING THE TOKENIZE MARKETPLACE PLATFORM AND ALL SERVICES OFFERED THEREON (COLLECTIVELY, THE “PLATFORM”), INCLUDING, WITHOUT LIMITATION, PERSONS WHO PAY FOR SUCH ACCESS; AND (2) THE TERMS “WE” AND “US” MEAN TOKENZIE ASSETS, LLC, A TEXAS LIMITED LIABILITY COMPANY, AND/OR ITS AFFILIATES, DESIGNEES OR ASSIGNS.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE, FROM TIME TO TIME IN OUR SOLE DISCRETION. WE WILL NOTIFY YOU OF AMENDMENTS TO THESE TERMS AND CONDITIONS BY POSTING THEM TO THE PLATFORM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT ACCESS THE PLATFORM, AS SUCH ACCESS IS PROHIBITED AND UNAUTHORIZED.

You acknowledge that access to and use of the Platform is conditioned on timely payment of all access and other fees, as applicable. Your access to the Platform may be suspended or terminated without notice in the event any such fees are not paid when due. You are responsible for all activity occurring under your User account. The grant of right to access and use the Platform may not be shared by more than one individual user, or assigned to another user. You are strictly prohibited from unauthorized use of the Platform, including but not limited to misuse of passwords, or misuse of any information posted to the Platform. You agree to keep confidential all user ID information and passwords issued or designated in connection with the Platform, and to use such user information and passwords only for lawful purposes.

The Platform may only be used for your personal benefit or in the ordinary course of Your business, and may not be used for any purpose not expressly consented to by Us. No property rights of any kind in the Platform shall transfer to or vest in You, and all such rights are expressly reserved. Accordingly, We reserve the right to modify the Platform, restrict Your or any access to the Platform, or discontinue Your or all access to the Platform at any time, without notice. No right or license under any patent, copyright, trademark or trade name is granted by, or is to be inferred from, any provision in these Terms and Conditions. You are responsible for being familiar with the current version of these Terms and Conditions posted on the Platform during each session.

You agree that You will not (i) reverse assemble, decompile, or derive source code for the Platform; (ii) license, grant, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform in any way; (iii) modify or make derivative works based upon the Platform; or (iv) create Internet “links” to the Platform or “frame” or “mirror” any content thereon on any other server or wireless or Internet-based device, nor attempt to do any of the foregoing.

Use of the Platform may be monitored, tracked, and recorded. Anyone using the Platform expressly consents to such monitoring, tracking and recording. You agree that We may use data generated from such monitoring, tracking and recording for statistical analysis of access and use trends, for the purpose of making improvements to the Platform, and similar purposes, and may disclose such data in aggregate form as long as it does not identify You individually. We shall ensure that the Platform complies with all applicable regulations regarding privacy and data protection including, but not limited to, H.R. 8152 (the “American Data Privacy and Protection Act”). The works of authorship contained in the Platform, including but not limited to all design, text, sound recordings, and images, are owned by or licensed to Us. Except as otherwise expressly stated herein, such works may not be copied, transmitted, displayed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use, or otherwise used in whole or in part in any manner without the owner’s prior written consent.

The information on the Platform is for informational purposes only. It is believed to be reliable, but We do not warrant its completeness, timeliness, or accuracy. You agree that You are accessing, using, and relying upon such content at Your own risk. Please seek the advice of professionals as necessary regarding the evaluation of any content or investments on the Platform. The information on the Platform is not intended to provide any investment service or investment advice in any jurisdiction. All offers of investments or other securities shall be attributed to the owners listing individual properties on the Platform and not Us.

You agree that You will not engage in any activities related to the Platform that are contrary to applicable law, regulation or the terms of any agreements You have with Us. You agree that You will not use any robot, spider, other automatic device, or manual process to monitor or copy Our web pages, data, or the content contained herein, or for any other unauthorized purpose without Our prior expressed written permission. You agree that You will not upload any content to the Platform which is unlawful or libelous, or which is, or which may reasonably be construed to be, harmful, offensive, fraudulent, threatening, untrue, malicious, harassing, pornographic, or obscene. You agree that You will not use the Platform, nor permit others to use the Platform, to harass, threaten, track, or stalk third parties.

ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY OR, IF NO DATE IS STATED, THE DATE OF FIRST POSTING. WE DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY INFORMATION ON THE PLATFORM. FURTHERMORE, NO DISTRIBUTION OR SOLICITATION IS MADE BY US TO ANY PERSON TO USE THE PLATFORM IN JURISDICTIONS WHERE THE PROVISION OF THE PLATFORM IS PROHIBITED BY LAW.

BECAUSE OF THE POSSIBILITY OF HUMAN AND MECHANICAL ERROR AS WELL AS OTHER FACTORS, AND BECAUSE THE PLATFORM IS BEING PROVIDED TO YOU AS AN ACCOMMODATION, THE PLATFORM (INCLUDING ALL INFORMATION AND MATERIALS CONTAINED THEREON IS PROVIDED "AS IS" AND "AS AVAILABLE". WE, OUR AFFILIATES, AND ANY THIRD-PARTY PROVIDERS:

● ARE NOT PROVIDING ANY WARRANTIES OR REPRESENTATIONS REGARDING THE PLATFORM;

● DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR A PARTICULAR PURPOSE;

● DO NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION AND MATERIALS CONTAINED ON THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND INFORMATION;

● WILL NOT BE LIABLE FOR (i) ANY DELAY, DIFFICULTY IN USE, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE PLATFORM, (ii) ANY ERRORS IN THE FUNCTIONALITY OF THE PLATFORM, INCLUDING WITHOUT LIMITATION THE FAILURE TO SEND NOTIFICATIONS TO THIRD PARTIES, THE SENDING OF NOTIFICATIONS TO INCORRECT PARTIES, THE FAILURE OF ANY SUCH NOTIFICATION TO INCLUDE ACCURATE AND/OR COMPLETE INFORMATION OR THE SENDING OF SUCH NOTIFICATIONS WITHOUT YOUR PRIOR CONSENT, (iii) ANY INCOMPATIBILITY BETWEEN THE PLATFORM AND THE USER'S FILES AND THE USER'S BROWSER OR OTHER SITE ACCESSING PROGRAM, OR (iv) ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND OUR CONTROL; AND

● THE TERMS OF ANY BINDING CONTRACT BETWEEN YOU AND A VENDOR MANAGED PURSUANT TO THE PLATFORM WILL SUPERSEDE ANY CONTRADICTORY INFORMATION RELATING TO SUCH VENDOR SET FORTH ON THE PLATFORM (INCLUDING, WITHOUT LIMITATION, PRICING OR OFFERING INFORMATION).

NO LICENSE TO THE USER IS IMPLIED IN THESE DISCLAIMERS. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE (i) FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTIES; OR (ii) FOR ANY LOST PROFITS, LOST OPPORTUNITIES OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF ANY USE OF OR INABILITY TO USE THE PLATFORM OR ANY PORTION THEREOF, REGARDLESS OF WHETHER WE HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

closest to the intention underlying the unenforceable term or provision. These Terms and Conditions, and User’s use of and access to the Platform, are governed by the laws of the State of Texas, excluding its conflicts of laws provisions. In the event of a dispute arising under these Terms and Conditions or relating in any way to the Platform, You agree to first submit to binding arbitration proceeding to be held exclusively in Harris County, Texas. If a satisfactory solution cannot be reached within sixty (60) days then the parties shall submit to exclusive jurisdiction in the federal or state courts located in Harris County, Texas, for litigation of such dispute, and agree that venue is proper and convenient in such forum.