Terms and Conditions

Dated: September 1, 2016

Welcome to Propellr!

READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE USING THIS WEBSITE. BY USING www.propellr.com ("WEBSITE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND THAT YOU AGREE TO BE BOUND BY THEM. THESE TERMS GOVERN YOUR ACCESS AND USE OF THE WEBSITE AND THE SERVICES PROVIDED ON THE WEBSITE. IF YOU DO NOT AGREE TO ALL OF THE TERMS, YOU ARE NOT AN AUTHORIZED USER OF THE WEBSITE OR THE SERVICES ON THE WEBSITE.

WE RESERVE THE RIGHT TO CHANGE, ADD OR REMOVE TERMS AT ANY TIME. WE SUGGEST THAT YOU REVIEW THESE TERMS PERIODICALLY FOR CHANGES. CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON POSTING.

Introduction

We are an electronic platform that permits visitors to register with us, and allows approved Accredited Investors and qualified institutional investors to consider and acquire investment opportunities in private placements of securities. You may not qualify as an Accredited Investor or institutional investor and be allowed to make an investment.

In addition to the Terms, you may enter into other agreements with us or others. If there is a contradiction between the Terms and such other agreements, the other agreements will take precedence. Propellr LLC operates the Website, and securities are offered and sold only through Propellr Securities, LLC, a registered broker-dealer. These Terms provide legal protections to both Propellr LLC and Propellr Securities, LLC. The protections are also deemed to apply to the companies' respective members, officers, directors, employees, agents and affiliates.

How You Accept These Terms And Conditions

By using and continuing to use this Website, you agree to all Terms.

Disclaimers

Nothing contained on this Website constitutes investment, tax, accounting, regulatory or legal advice or recommendations. Decisions based on information appearing on this Website are your sole responsibility. In exchange for using this Website, among other things you agree to indemnify and hold us harmless against any and all claims, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from your use of the Website, from your violation of these Terms and from any decision that you make based on such information.

We make no representations or warranties as to the accuracy of information on or provided through this Website and accept no liability for the same. Offers to sell securities can only be made through official offering documents that contain important information about the investment and the issuer, including risks. Investors should conduct their own due diligence.

The investment opportunities on this Website may not be suitable for all investors, and they are not obligations of or guaranteed by Propellr LLC or Propellr Securities, LLC. We make no representations that the contents of the Website are appropriate for use in all locations, or that the investment opportunities are available or appropriate for sale or use in all jurisdictions or countries. All persons and entities accessing the Website do so on their own initiative and are responsible for compliance with applicable laws and regulations. We may determine, in our sole discretion, that you do not qualify as an Accredited Investor or institutional investor, and therefore you may not be permitted to make an investment.

ALL INVESTMENT OPPORTUNITIES INVOLVE RISK. THE VALUE OF YOUR INVESTMENT CAN GO DOWN OR BE COMPLETELY LOST. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. BEFORE ACQUIRING ANY INVESTMENT, IT IS YOUR RESPONSIBILITY TO READ THE INVESTMENT OFFERING MATERIALS.

The information and services available on this Website are provided "AS IS" and without warranties of any kind, either expressed or implied. To the fullest extent permissible under law, we disclaim all warranties, including, but not limited to, any warranty of non-infringement of third-party rights and any implied warranties of merchantability and fitness for a particular purpose. We do not warrant, either expressly or impliedly, the accuracy or completeness of the information contained on this Website and do not warrant that the functions contained in this Website will be uninterrupted or error-free, that defects will be corrected, or that the Website will be free of viruses or other harmful components. We expressly disclaim all liability for errors and omissions on this Website.

Investment Opportunities

Investment opportunities posted on this Website are "private placements" of securities that are not publicly traded, involve a high degree of risk, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. Propellr Securities, LLC does not make any recommendations of investment opportunities, or determine whether the investment opportunities are suitable for you. Neither the Securities and Exchange Commission nor any federal or state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through this Website. Investors must be able to afford the loss of their entire investment, should conduct their own due diligence, should not rely on financial assumptions or estimates displayed on this Website, and are encouraged to consult with a financial advisor, attorney, accountant and any other professional that can help them understand and assess, among other things, the investment's merits and the risks associated with any investment opportunity.

The Subscription Agreement for an investment opportunity constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to, and with respect to the subject matter of, the agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE SUBSCRIPTION AGREEMENT AND THE ISSUER'S PRIVATE PLACEMENT MEMORANDUM, NO PARTY MAKES OR RELIES ON ANY OTHER REPRESENTATIONS, WARRANTIES OR INDUCEMENTS. EACH PARTY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES OR INDUCEMENTS, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER DOCUMENTATION OR INFORMATION MADE, OR MADE AVAILABLE, BY A PARTY OR ANY OF ITS REPRESENTATIVES, INCLUDING THIRD PARTY DOCUMENTS, WITH RESPECT TO THE NEGOTIATION, EXECUTION OR DELIVERY OF THE SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.

Prospective investors should note that the issuer, in conjunction with Propellr Securities, LLC, has discretion to allocate the amount of securities that each investor may purchase within the minimum and maximum subscription allocations elected by such investor, or reject an investor's subscription in its entirety. Additionally, the issuer and Propellr Securities, LLC have agreed to allocation priorities with respect to certain investors. Accordingly, in the event that subscriptions are received for more than the aggregate offering amount or otherwise, an investor could end up receiving no allocation or a final allocation that reflects only the minimum allocation that such investor subscribed for in this private placement.

Information That We Will Need From You

After you create an account with us, you will need to provide us with information so that we can evaluate whether you qualify as an Accredited Investor or a qualified institutional investor. You agree to provide us with whatever information and documents we request for this purpose. This may include completing profiles and questionnaires, and providing us with financial information about you. If you do not provide the information or documents, we will not be able to qualify you to view investment opportunities and you will not be able to make an investment.

Confidential Information

This Website contains confidential information, much of which pertains to potential investment opportunities. Confidential information includes all technical and non-technical data. You agree that all Confidential information will be kept in confidence and that you will use the Confidential information only for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from or disassemble any Confidential information.

Trademarks, Copyrights And Other Intellectual Property

The content of this Website is owned by Propellr LLC and is protected by copyrights, trademarks, service marks or other intellectual property rights. The content is solely for your personal, non-commercial use. Accordingly, you may not copy, distribute, modify, post, frame or deep link this Website, including any text, graphics, video, audio, software code, user interface design or logos. You may download material displayed on this Website for your personal use provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost or use the content of this Website for public or commercial purposes, including all text, images, audio, and video, without our written permission. Modification or use of the materials for any other purpose violates our intellectual property rights.

Links To Other Websites

We may establish links between this Website and one or more websites operated by third parties. We have no control over any such other websites, the contents therein or the products or services offered. The existence of any such links shall not constitute an endorsement of, or representation or warranty by us regarding such websites, the contents of the websites, the products or services offered or provided by the websites or the operators of the websites. Your access to and use of such linked websites is governed by the terms of use and privacy policies of those sites, and shall be at your own risk. We disclaim responsibility for the privacy policies and customer information practices of third-party internet websites hyperlinked from this Website.

Consent To Electronic Transactions And Disclosures

It is necessary for you to consent to transact business with us on the Website and by email. You must also consent to receiving certain disclosures electronically either on our Website or by email. By agreeing to the Terms, you agree to receive electronically all documents, communications, notices and agreements, including any IRS or tax forms, schedules or information statements, arising from or relating to your registration as an investor on this Website and any investment you may make.

You may not withdraw your consent as long as you have an outstanding investment made through this Website. If you have no outstanding investment made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

Updates

You must keep us informed of any change in your email address, your home mailing address, and your telephone numbers so that we can maintain communications with you about your authorization as a registered user and so that you can receive all disclosures in a timely fashion. You can contact us by email at support@propeller.com or by calling us at 212-255-8039.

Privacy

Please review our Privacy Policy on this Website. You acknowledge receipt of our Privacy Policy posted on this Website, and you agree to receive future privacy notices at this Website.

Transmissions To And From This Website

Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from this Website may not be secure. We are free to use, for any purpose, any ideas, concepts, know-how or techniques provided by a user of this Website. You agree that we grant you limited access to specific computer files ("Approved Files"), and you agree not to attempt to access computer files other than the Approved Files. We make no warranty to you regarding the security of the Website, including with regard to the ability of any unauthorized persons to access information received or transmitted by you through or from the Website. We reserve the right to cease providing, or to change, this Website and the content of such information (or any portion or feature) at any time or frequency and without notice.

Jurisdiction And Governing Law

The information provided on this Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction or country. This Website will not be considered a solicitation for or offering of any investment or service to any person in any jurisdiction where such solicitation or offering would be illegal.

The laws of the State of New York govern these Terms without regard to conflict of law provisions. If you take legal action relating to the Terms, you agree to file such action only in the New York State Supreme Court located in New York, New York, or the United States District Court for the Southern District of New York, and you consent and submit to the personal jurisdiction of those courts for the purpose of litigating any action with us.

If you take legal action relating to an investment, you agree to arbitrate your claims before FINRA Dispute Resolution.

Mandatory Arbitration For Customers Of Propellr Securities, LLC

Customers of Propellr Securities, LLC must arbitrate claims before FINRA Dispute Resolution.

These Terms contain a predispute arbitration clause. By your agreeing to the Terms, you have consented to an arbitration agreement between you and Propellr Securities, LLC and you agree as follows:

  1. All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
  2. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
  3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
  4. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
  5. The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
  6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
  7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

YOU UNDERSTAND THAT THESE TERMS CONTAIN A PREDISPUTE ARBITRATION CLAUSE AND YOU AGREE TO ARBITRATION BEFORE FINRA DISPUTE RESOLUTION.

Limitation Of Liability

PROPELLR LLC AND PROPELLR SECURITIES, LLC WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THIS WEBSITE), EVEN IF PROPELLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, FROM THE USE OR ATTEMPTED USE OF THIS WEBSITE OR ANOTHER LINKED WEBSITE.

IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR IF YOU ACCESS THIS WEBSITE SOLELY THROUGH AN ARRANGEMENT WITH YOUR EMPLOYER OR PLAN SPONSOR, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Prohibited Uses

You May Not:

Password Security And Notification

Certain parts of this Website are protected by a password, require a login and are restricted to authorized users only. You may not obtain unauthorized access to such parts of this Website, or to any other protected materials or information, through any means not intentionally made available by us for your specific use.

Unauthorized Use Of Content

You agree to defend, indemnify and hold us harmless against any losses, damages, claims, liabilities and costs (including reasonable attorneys' fees) to the extent resulting from or arising out of any unauthorized or otherwise inappropriate use of any of the content of this Website attributable to you or which occurs through the use of your ID.

System Outages And Incomplete Transmissions

Internet software or transmission problems may produce inaccurate or incomplete copies of information and materials that may be downloaded and displayed on a user's computer. We are not liable for any damages, changes or omissions that occur during transmission of information and materials.

Termination

We may terminate your access to this Website for any reason, without prior notice.

Waiver

No waiver by us of any right under or term or provision of these Terms will be deemed a waiver of any other right, term or provision of these Terms at the time of such waiver or a waiver of that or any other right, term or provision of these Terms at any other time.

Integration And Severability

If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.

Entire Agreement

These Terms and Conditions represent the entire agreement between us relating to the subject matters discussed in the Terms.

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