Last updated February 13, 2026
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These Terms of Service (“TOS”) form a binding agreement between you (“Customer”, “you” or “your”) and Tradable Corp. (“Tradable”, “we,” or “us”). TOS and Customer may be referred to herein individually as a “Party” and together as the “Parties”. These Terms govern your access and use of our services provided through Tradable’s websites located at http://www.tradable.xyz and http://www.tradable.financial (collectively, the “Sites”). Your use of the Sites is also subject to any other specific agreements you enter into with us from time to time.

‍1   Acceptance of Terms.

1.1 BY EXECUTING A FORM AGREEMENT THAT INCORPORATES THESE TOS, BY CLICKING AN “ACCEPT” OR “SUBMIT” BUTTON OR BY ACCESSING OR USING THE SERVICE (AS DEFINED BELOW), YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THESE TOS.  YOU REPRESENT AND WARRANT THAT YOU WILL ACCESS AND USE THE SERVICE AND THE INFORMATION MADE AVAILABLE THEREBY SOLELY FOR THE PERMITTED PURPOSES DESCRIBED HEREIN, AND NOT FOR ANY OTHER PURPOSE, INCLUDING ANY ANTI-COMPETITIVE PURPOSE.  IF YOU ARE USING AND/OR RECEIVING THE SERVICE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TOS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THESE TOS, YOU MUST NOT ACCEPT THESE TOS AND YOU MUST NOT ACCESS OR USE THE SERVICE. FURTHER AGREE THAT WE MAY COMMUNICATE WITH YOU BY ELECTRONIC MAIL, TEXT MESSAGING, IN-APP MESSAGING, PUSH NOTIFICATION, VIDEO CONFERENCING OR OTHER COMMUNICATION SERVICE SUBJECT TO YOUR RIGHT TO OPT OUT OF COMMERCIAL MARKETING MESSAGES.

‍1.2 Tradable may modify these TOS from time to time by posting the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Service user interface, in an email notification to you or through other reasonable means. Any such changes will become effective immediately upon posting. Your continued use of the Service after the date any such changes become effective will constitute acceptance of the revised TOS. If any change to these TOS is not acceptable to you, your only remedy is to stop using the Services and to send a cancellation email to support@tradable.xyz.

‍1.3 Conditioned on your continued compliance with these TOS, during the Term Tradable grants you and your authorized users a non-exclusive, non-transferable, non-sublicensable (except as expressly provided for herein), revocable, limited license to access, receive and use the Service, in each case solely for your internal business purposes and in accordance with any documentation and/or instructions provided by Tradable. 

‍1.4 To access and use the Service, you are required to register for an account via Tradable’s platform (“Account”). As part of the registration process, you will be able to designate an administrative username and password for your Account (“Administrative User”). The Administrative User may create, permission, and assign roles to non-administrative standard user accounts (each with their own username and passwords) (each, a “User”). For clarity, the Administrative User may assign or modify User roles and permissions for such Users but may not create or register new entities or separate accounts on the Service. You are responsible for maintaining the confidentiality of all usernames and passwords associated with your Account and for ensuring that all activities that occur under your Account comply with these TOS. You are solely responsible for all activity occurring under your Account, including any acts or omissions of your Administrative User and all other Users you authorize or permit to access the Service. Any breach of these TOS by a User under your Account will be deemed a breach by you. Tradable may access your Account and/or any User account to provide support and maintain platform functionality.

‍2   Description of Service.      

2.1 The “Service” includes (a) the Sites, (b) Tradable’s platform and related technologies, that enable users to create, manage, permission, and collaborate in deal workspaces and data rooms, communicate with authorized participants, and administer workflows associated with private market transactions and other financing or liquidity processes (collectively, “Deals”), and (c) all software, documentation, information, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the “Tradable Materials”). Tradable reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof), at any time, upon notice to you. The Service may support various private market use cases, including, without limitation, primary issuances, portfolio monitoring, private credit transactions, and other secondary or liquidity processes facilitated by or through third parties. Any new features or enhancements added to or augmenting the Service are also subject to this TOS. For clarity, Tradable provides technology and workflow tools only; You and other authorized participants are solely responsible for the accuracy of information they upload, for all compliance obligations (including AML/KYC and investor qualification/accreditation), and for any commercial decisions, allocations, or settlements, which occur off-platform or through third-party services. Tradable does not hold customer funds or securities. Use of any third-party tools or services accessed via the Service is subject to those third parties' separate terms and policies.

2.2 Tradable is not a registered investment adviser or registered broker-dealer and does not solicit, negotiate, execute, clear, settle, structure, or recommend transactions, or effect securities transactions. To the extent any activity requiring registration is made available in connection with the Service, such activity will be performed exclusively by independent, appropriately licensed third-party intermediaries under their own terms and regulatory obligations. Any materials provided or produced through your access and/or use of the Service are solely for informational purposes and should not be construed as an offer to sell or the solicitation of an offer to buy any securities, or participate in any investment, nor as intended to provide, and should not be relied on for, investment, tax, financial, accounting, legal, regulatory or compliance advice. The opinions and analysis contained in any materials provided may be based on published and non-published sources prepared by unrelated third parties. While such sources are believed to be reliable and written in good faith, they have not been independently verified and no representation or warranty, expressed or implied, is made as to the accuracy, completeness, or timeliness of such information. Under no circumstances will Tradable be liable in any way for any content or materials of any third parties (including other users of the Service), including for any errors or omissions in any content, or for any loss or damage of any kind incurred because of the use of any such content. You acknowledge that Tradable does not pre-screen content, but that Tradable and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Tradable and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Tradable, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Except where otherwise indicated, any materials provided are based on information in existence as of the date of preparation, and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date of preparation. Prior to making an investment decision, you should (a) conduct your own investigation and analysis, (b) carefully consider an investment’s risk factors, investment objectives and strategy, fees and expenses, and any tax consequences that may result from investing, and (c) consult with your own investment, tax, financial, accounting, and legal advisors. The value of an investment may go down as well as up, and you may lose some or all the money that you invest. You should ensure that you have the financial capacity to hold any investments that you make for an indefinite period, regardless of any resale restrictions, and only invest an amount that you can afford to lose. Neither the U.S. Securities and Exchange Commission nor any state securities commission or federal or state regulatory authority has recommended or approved any investment or reviewed or approved the accuracy or completeness of any of the information or materials provided through the Service. Past performance is no guarantee of future results, and past performance of a security, financial product, or strategy does not guarantee future results. Investing in private credit involves a high degree of risk, including the potential for a complete loss of an investment. For the avoidance of doubt, Tradable does not offer any investing functionality. As a result, none of your activity on or through this Service is insured by the FDIC, SIPC, or otherwise.

2.3 Tradable does not control or monitor the operation or conduct of third-party broker-dealers, investment advisers, investment platforms, or exchanges. Any Tradable Materials or other materials that you receive through the Service are not intended to, nor should you use it to, supplant your decision-making on what action to take, if any, regarding investing in financial markets. Tradable will not be liable for any damage or cost of any type arising out of or in any way connected with your use of the Service or any third-party. 

‍3     Artificial Intelligence Technology

Tradable may, from time to time, utilize third-party artificial intelligence technologies, including large language models and other machine learning tools, for internal purposes such as improving, maintaining, or supporting the Service. However, no artificial intelligence or machine learning functionality is made available to users through the user interface or as a direct feature of the Service. Users will not have access to, or the ability to interact with, any AI technology or chatbot functionality via the platform.

4     General Conditions/ Access and Use of the Service.

4.1 Subject to these TOS, you may access and use the Service in compliance with all applicable laws.  All rights, title and interest in and to the Service and its components (including any Tradable Materials) will remain with and belong exclusively to Tradable and its licensors. You shall not (a) directly or indirectly, sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service (or any portion thereof) available to any third-party without the prior written consent of Tradable; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, (c) alter, modify, decompile, disassemble, or reverse engineer the Service, and/or (d) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.  You shall comply with any codes of conduct, policies or other notices Tradable provides you or publishes in connection with the Service, and you shall promptly notify Tradable if you learn of a security breach related to the Service. Any attempt to use, copy, or convey the Service in a manner contrary to the terms of these TOS or in competition with Tradable or in derogation of Tradable’s proprietary rights will, without prejudice to any other rights and remedies available to Tradable hereunder (including without limitation, the right to seek immediate injunctive relief), at law, in equity or otherwise, result in the automatic termination of these TOS.

4.2 As between the Parties, Tradable and its licensors own all right, title, and interest in and to the Service and any software, SDKs, APIs, scripts, utilities, mobile apps, and related components made available by Tradable in connection with the Service (collectively, “Software”), including all updates, upgrades, enhancements, and derivative works thereof. No rights are granted except as expressly set forth in these TOS. Subject to these TOS, during the Term, Tradable hereby grants you a limited, non-transferable, non-sublicensable and non-exclusive right and license to use the object code form of the Software only (a) to access and use the Service through interfaces that Tradable provides or authorizes, and (b) for your internal business purposes in accordance with these TOS and any documentation provided by Tradable. If any Software is designed to be installed locally, you may install and run such Software on devices you own or control solely as necessary to use the Service, and only in accordance with any usage parameters specified by Tradable. You shall not (and shall not allow any third-party to): (t) copy, modify, translate, adapt, create a derivative works of, or reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code underlying ideas, algorithms, or non-public APIs of the Software, (u) rent, lease, lend, sell, assign, sublicense or otherwise make the Software or any access credentials available to any third-party, (v) bypass, circumvent, disable, or interfere with any security or access controls or usage restrictions; (w) remove, alter, or obscure any proprietary notices; (x) access the Service by any means other than through the interfaces that Tradable provides or authorizes; (y) use the Software or Service to develop, train, or improve competing products or services, or for benchmarking or publication of performance tests or security evaluations without Tradable’s prior written consent; or (z) use the Software or Service in violation of applicable law, including export controls.

4.3 You are solely responsible for all documents, data, information, code, software, video, music, sound, images, graphics, messages, feedback, suggestions, text, content and other materials that you send, upload, post, introduce, deliver, provide or otherwise transmit and/or store on the Sites and/or in connection with or relating to the Service (“User Content”). Other than administrative checks for completeness and information integrity in certain instances, Tradable will not review, verify, or otherwise confirm any of the information you transmit using the Services. Tradable has no obligation to accept or transmit all or any part of any message data that you send via the Service and has no responsibility for inaccurate, erroneous, cancelled, or delayed transmissions.

4.4 You understand that the operation of the Service, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Tradable’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. Tradable will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content. Subject to Tradable’s compliance with its information security program, which includes industry standard security controls (e.g., encryption in transit and at rest, multi-factor authentication, access logging, least-privilege access etc.), Tradable will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content. In the event of an actual or suspected security incident, Tradable will notify you within seventy-two (72) hours and will promptly investigate, remediate, and cooperate.

4.5 You shall be responsible for obtaining, installing and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, internet, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Tradable’s published policies then in effect.  You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.

4.6 Tradable may feature your name and/or company name as a client reference in marketing materials, on our website and in communications with stakeholders, investors or potential customers. Should you prefer to opt out of this, please notify us at support@tradable.xyz.
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4.7 Subject to the terms hereof, Tradable may (but has no obligation to) provide technical support services, requested by you through the platform interface and/or email, in accordance with our standard practice and standard rates.

5     Payment.

5.1 For Tradable’s provision of the Services, you shall pay Tradable a fee (“Service Fee”) as set forth on Tradable’s Sites, platform or as otherwise provided in a Form Agreement with Tradable, under the following circumstances: (a) any transaction listed on and consummated through the Service during the Term; (b) any transaction listed on but consummated outside of the Service within six (6) months after the Term with any party with whom you previously engaged through the Service; or (c) any transaction consummated (whether listed on the Service or not) within six (6) months after the Term with any party that you did not have a pre-existing relationship with prior to such engagement through the Service. For the avoidance of doubt, a Service Fee shall apply regardless of any modification, amendment, or change to the terms, structure, size, or nature of the transaction from what was originally listed on the Service, provided that the parties to such transaction engaged through the Service. For the purpose of this Section 5.1, “engaged” means any interaction with or through the Service that provides a party with information about, access to, or awareness of another party or such party's transaction, including without limitation: (w) executing or being presented with a confidentiality agreement through the Service; (x) requesting, being granted, or receiving access to any materials, data room, or information relating to a transaction or party via the Service; (y) viewing, receiving, or otherwise obtaining any information that identifies or could reasonably be used to identify another party (including through confidentiality agreements, borrower profiles, lender profiles, or any other documentation or communication facilitated by the Service); or (z) any other use of the Service that results in a party obtaining intelligence, data, or any other value relating to another party or transaction. For the avoidance of doubt, a party shall be deemed to have “engaged” with another party through the Service even if no confidentiality agreement is executed on the platform, provided that the engaging party obtained any information or awareness of the other party through the Service. In addition to the Service Fee, Tradable reserves the right to introduce and charge fees for technology-related services, features, or enhancements that may be made available via the Service now and/or in the future. Any such fees, and their applicable terms and conditions, will be defined on the platform, Sites or in a separate Form Agreement with Tradable (collectively, “Technology Fees” and together with the Service Fees, the “Fees”). Tradable will provide reasonable advance notice of any new Technology Fees prior to their implementation. Any Fees applicable to the Service are irrespective and independent of any fees that may be due or payable to a third-party, like a broker-dealer. For the avoidance of doubt, Tradable has no ability or authority to set, alter, amend, or cancel any fee of any third-party.

5.2 Payment shall be made by you in accordance with the following terms: (y) for Service Fees, payment is due within five (5) business days of your receipt of underlying transaction funds; and (z) for Technology Fees, payment is due within thirty (30) days of your receipt of an invoice. All payments shall be made via wire transfer per the instructions provided by Tradable or as otherwise mutually agreed. Any disputed amounts must be notified to Tradable in writing within sixty (60) days after the initial due date or any disputes shall be waived. If undisputed amounts are not paid when due, Tradable may, in its sole discretion and without penalty, suspend or terminate the Service, in addition to any other rights or remedies available at law or in equity. Any undisputed and unpaid amounts shall accrue interest at the lesser of (i) 1.5% per month, or (ii) the maximum rate permitted by law, plus collection expenses incurred by Tradable.

5.3 Upon reasonable written request by Tradable (not more than once per calendar year unless Tradable has a good faith belief that a breach of these TOS has occurred), you shall provide Tradable with reasonable documentation and information necessary to verify your compliance with the payment obligations set forth in this Section 5 and the non-circumvention obligations set forth in Section 12, including without limitation transaction records, closing documents, and written certifications of compliance. You shall respond to any such request within thirty (30) days. Tradable shall treat all such documentation and information as Confidential Information. If any audit reveals an underpayment of Fees, you shall promptly pay the deficiency plus interest at the rate set forth in Section 5.2, and if the underpayment exceeds five percent (5%) of the Fees owed for the applicable period, you shall also reimburse Tradable for its reasonable costs incurred in conducting the audit.

‍6     Representations and Warranties.

You represent and warrant to Tradable that (a) you have full power and authority to enter into this TOS; (b) you own all User Content or have obtained all permissions, releases, rights or licenses for and to the User Content required in accordance with applicable laws for you, your Users and/or Tradables use in connection with the Sites and/or Service.; (c) User Content and other activities in connection with the Service, and Tradable’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third-party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (d) you are eighteen (18) years of age or older.

7     Bank Account Connectivity.

You are required to identify your funding account via the Tradable platform. You understand that the lender will rely on the funding account information you provide for distributions of funds that you commit to a deal and that the rights and responsibilities of each lender and purchaser governing all terms, payments, and distributions are set forth in separate documents between such respective parties. You represent and warrant that the funding account information you provide to each issuer is accurate when you submit such information, and you will keep that information current and accurate, including when any changes occur to the underlying funding account. Tradable is not responsible for the transmission of any funds between any parties on the platform.

8     Prohibited Use.

You agree to not use the Service to:

(a) send, post, transmit, upload or introduce by any means any User Content that (i) infringes upon and/or misappropriates any intellectual property or other proprietary rights of any other party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains malicious code or other feature that prevents or impedes use of all or any part of the Service, including, without limitation, any virus, worm, lock, drop-dead device, Trojan-horse routine, trap door, time bomb, spyware or any other similar code or instruction; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Tradable, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Tradable or its users to any harm or liability of any type.

(b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service.

(c) violate any applicable local, state, national, or international law, or any regulations having the force of law, including the rules of the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority.

(d) engage in any fraudulent or manipulative trading activity, like spoofing, momentum ignition, pumping and dumping, insider trading, front-running, wash sales, painting the tape, layering, etc.

(e) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

(f) solicit personal information from anyone under the age of eighteen (18) years old.

(g) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.

(h) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized by Tradable pursuant to these TOS.

(i) further or promote any criminal activity or enterprise or provide instructional information about illegal activities.

(j) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service.

(k) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Tradable Materials) available on or through the Service, including through the use of virtual private networks.

(l) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by Tradable from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

‍9   Third-Party Services and Websites.  

9.1 The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (“Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third-party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Tradable has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. Tradable will not review, verify, validate, check, or otherwise confirm any of the information provided by Third Party Services, including market data. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Tradable, will be responsible for all costs and charges associated with your use of any Third-Party Services. Tradable enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third-party. Tradable will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

9.2 The Software may contain or be provided together with open-source software. If applicable, each item of open-source software is subject to its own license terms. If required by any license for open-source software, Tradable makes such open-source software, and Tradable’s modifications to that open-source software (if any), available by written request to support@tradable.xyz. Copyrights to the open-source software are held by the respective copyright holders indicated therein.

10   Term and Termination.

‍10.1 These TOS shall be effective on the date of your acceptance of these TOS in accordance with Section 1.1 above and shall continue thereafter until terminated as provided herein (“Term”).

 10.2 Either Party may terminate these TOS upon thirty (30) days prior written notice to the other Party. In the event you fail to pay any undisputed amount of an invoice (or portion thereof) and fail to cure such non-payment within ten (10) days of your receipt of notification thereof, Tradable may terminate these TOS and your access to the Service.

 10.3 Upon termination of these TOS, subject to Section 10.4, your access and use of the Service shall cease, and you shall remain liable for and shall pay any Service Fee(s) and/or Technology Fees incurred prior to or after the effective date of termination pursuant to these TOS.

 10.4 The following provisions shall survive the expiration or termination of these TOS for any reason: Section 5 (Payment), Section 10 (Termination), Section 11 (Intellectual Property), Section 12 (Non-Circumvention), Section 13 (Competitors), Section 14 (Disclaimer), Section 15 (Limitations of Liability), Section 16 (Indemnification), Section 17 (User Disputes), Section 18 (Dispute Resolution by Binding Arbitration), Section 20 (Confidentiality), Section 22 (Assignment), Section 23 (Miscellaneous), Section 24 (Governing Law), Section 25 (Notice), and any other provision that by its nature is intended to survive termination.

10.5 During the Term and for ninety (90) days after the effective date of termination, Tradable will make available an export of all User Content, data room materials, audit logs, access logs, and message history for your Deals. Tradable will not delete User Content during that period except with your written request. After export and successful receipt by you, Tradable will delete your Confidential Information within thirty (30) days except as required by law or a separate Non-Disclosure Agreement executed between the Parties.

11   Intellectual Property.

11.1 Tradable Materials. You acknowledge and agree that the Service and Tradable Materials (including Software) may contain content or features that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Tradable, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service (including Software) or the Tradable Materials, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these TOS. Any use of the Service or the Tradable Materials other than as specifically authorized herein is strictly prohibited.

11.2 Trademarks. Tradable’s name and logos are trademarks and service marks of Tradable (collectively the “Tradable Trademarks”). Other Tradable, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Tradable. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Tradable Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Tradable Trademarks will inure to our exclusive benefit.

11.3 User Content. You represent and warrant that you own all right, title and interest in and to any User Content, including all copyrights and rights of publicity contained therein. By posting User Content on or through the Service, you hereby grant Tradable and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, non-transferable, non-sub-licensable (except as expressly provided for herein), revocable and limited license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the provision of the Service. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content. Notwithstanding anything to the contrary herein, you acknowledge and agree that Tradable may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tradable, its users, or the public.

11.4 Usage Data. You hereby authorize Tradable and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”) for any purpose.
 
11.5 Feedback. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Feedback”), provided by you to Tradable are non-confidential and Tradable will be entitled to the unrestricted use and dissemination of any Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

12   Non-Circumvention.

12.1 You acknowledge that, through your access to and use of the Service, you may be introduced to, or become aware of, potential counterparties, investors, lenders, buyers, sellers, or other parties with whom you would not have otherwise had contact or knowledge absent your use of the Service. For purposes of this Section 12, any such party with whom you “engaged” (as defined in Section 5.1) shall be deemed an “Introduced Party”. You agree that you will not, directly or indirectly, circumvent, avoid, bypass, or obviate Tradable, whether by engaging in transactions outside of the Service or otherwise, to avoid paying the Fees to Tradable.

12.2 Without limiting the generality of the foregoing, you shall not, directly or indirectly, (a) enter into any transaction, agreement, or arrangement with any Introduced Party that is substantially similar in nature or purpose to a Deal (regardless of whether the specific terms, structure, asset class, or form of transaction differ from any Deal originally contemplated on the Service), (b) refer, introduce, or facilitate any transaction between an Introduced Party and any affiliate, related entity, fund, portfolio company, or other third-party under your direction or control, or (c) restructure, recharacterize, or otherwise modify the form or nature of a transaction with an Introduced Party for the purpose of evading your obligations under these TOS, in each case without paying the applicable Service Fee (or any other Fee) to Tradable.

12.3 The obligations set forth in this Section 12 shall apply to any transaction with an Introduced Party that is consummated (a) during the Term, or (b) within six (6) months after the expiration or termination of these TOS for any reason. For the avoidance of doubt, a Service Fee shall be due and payable to Tradable in connection with any transaction subject to this Section 12, regardless of whether such transaction was listed on or facilitated through the Service.

12.4 You further agree not to solicit, encourage, or induce any Introduced Party to engage in any transaction outside of the Service in a manner designed to avoid payment of Fees to Tradable, and you shall not assist or cooperate with any third-party in doing so.

12.5 Any breach of this Section 12 shall constitute a material breach of these TOS, entitling Tradable, in addition to any other remedies available at law or in equity, to (a) the full amount of the Service Fee that would have been payable had the transaction been consummated through the Service, (b) interest on such amount at the rate set forth in Section 5.2, and (c) reimbursement of all costs and expenses (including reasonable attorneys' fees) incurred in enforcing Tradable's rights under this Section 12. The Parties acknowledge and agree that the damages set forth in this Section 12.5 constitute liquidated damages and not a penalty and represent the Parties' reasonable estimate of Tradable's actual damages, which would be difficult or impossible to calculate with precision. The Parties further acknowledge that these liquidated damages are fair and reasonable under the circumstances existing at the time of execution of these TOS.

‍13   Competitors.

No employee, independent contractor, agent, or affiliate of any company or entity that operates a competing deal facilitation platform is permitted to view, access, or use any portion of the Service without the express prior written consent of Tradable. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Tradable or any of its affiliates, or acting on behalf of, or for the benefit of, any competitor of Tradable in connection with your access to and/or use of the Service. Any violation of this provision shall constitute a material breach of these Terms of Service.

14   DISCLAIMER.

‍THE SERVICE, INCLUDING THE SITES, SOFTWARE, TRADABLE MATERIALS AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TRADABLE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE TRADABLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES TRADABLE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TRADABLE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS. You hereby acknowledge and agree the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Tradable or by third-party providers, or because of other causes beyond our reasonable control; provided that, Tradable shall use reasonable efforts to provide advance written notice (email being sufficient) of any scheduled service disruption.
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15   LIMITATIONS OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR TRADABLE’S LIABILITY WITH RESPECT TO TRADABLE’S VIOLATIONS OF APPLICABLE LAW, TRADABLE’S INDEMNIFICATION OBLIGATIONS AS DESCRIBED HEREIN, TRADABLE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUDULENT MISREPRESENTATION OR TRADABLE’S BREACH OF THE NO BROKERAGE ACTIVITY COVENANT, IN NO EVENT SHALL (A) TRADABLE BE LIABLE TO YOU AND/OR YOUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR OTHER REPRESENTATIVES, UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, AND (B) TRADABLE’S TOTAL AGGREGATE LIABILITY TO YOU AND/OR YOUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR OTHER REPRESENTATIVES FOR ANY DAMAGES, COSTS, LOSSES OR LIABILITIES IN CONNECTION WITH, ARISING OUT OF AND/OR IN RELATION TO THESE TOS AND/OR THE SERVICE, EXCEED THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF NO FEES APPLY, ONE HUNDRED DOLLARS ($100.00 USD).

16   INDEMNIFICATION.

YOU SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS TRADABLE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR OTHER REPRESENTATIVES (COLLECTIVELY, “TRADABLE INDEMNIFIED PARTIES”) FROM AND AGAINST ANY CLAIMS, ACTIONS OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING FROM, IN CONNECTION WITH AND/OR RELATED TO (A) YOUR MATERIAL BREACH OF THESE TOS, (B) ANY CLAIM THAT YOUR USER CONTENT INFRINGES UPON OR MISAPPROPRIATES A THIRD-PARTY'S INTELLECTUAL PROPERTY RIGHTS, (C) YOUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUDULENT MISREPRESENTATION, (D) YOUR VIOLATION OF APPLICABLE LAWS, AND/OR (E) ANY TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER USER OR THIRD-PARTY. TRADABLE SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS YOU AND YOUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR OTHER REPRESENTATIVES (COLLECTIVELY, “CUSTOMER INDEMNIFIED PARTIES”) FROM AND AGAINST ANY CLAIMS, ACTIONS OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, ARISING FROM, IN CONNECTION WITH AND/OR RELATED TO (A) TRADABLE'S MATERIAL BREACH OF THESE TOS, (B) ANY CLAIM THAT THE SERVICE (EXCLUDING USER CONTENT) INFRINGES UPON OR MISAPPROPRIATES A THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (C) TRADABLE'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUDULENT MISREPRESENTATION. UPON BECOMING AWARE OF A CLAIM FOR WHICH A PARTY OWES INDEMNIFICATION PURSUANT TO THIS PROVISION, THE INDEMNIFIED PARTY SHALL PROVIDE THE INDEMNIFYING PARTY WRITTEN NOTIFICATION THEREOF. THE INDEMNIFYING PARTY SHALL ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO INDEMNIFICATION UNDER THIS SECTION. IN SUCH CASE, THE INDEMNIFIED PARTY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH ANY REASONABLE REQUESTS ASSISTING THE INDEMNIFYING PARTY’S DEFENSE OF SUCH MATTER.

17   User Disputes.
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You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Tradable will have no liability or responsibility with respect thereto. Tradable reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

18    Dispute Resolution by Binding Arbitration.

18.1 Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Tradable, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Tradable are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

18.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND TRADABLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TRADABLE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

18.3 Pre-Arbitration Dispute Resolution. Tradable is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@tradable.xyz. If such efforts prove unsuccessful, a Party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Tradable should be sent to Tradable Corp, 150 North Riverside Plaza, Suite 5200, Chicago, IL 60601 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Tradable and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Tradable may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Tradable or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Tradable is entitled.

18.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Tradable and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both Parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Tradable agrees that you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the way the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

18.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  To the extent any Arbitration Fees are not specifically allocated to either Tradable or you under the AAA Rules, Tradable and you will split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Tradable will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Tradable will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

18.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all Parties.

18.7 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the Parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

18.8 Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms of Service to the contrary, Tradable agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Tradable written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

‍19   Force Majeure. 

‍Tradable shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these TOS, for any failure or delay in fulfilling or performing any term of these TOS when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Tradable's reasonable control, including without limitation: (a) acts of God, flood, fire, earthquake, pandemic, epidemic, or other natural disaster; (b) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (c) government order, law, or action; (d) embargoes or blockades in effect on or after the date of these TOS; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns, or other industrial disturbances; (g) telecommunication or power failures, cyberattacks, or internet service provider failures or delays; and (h) shortage of adequate power or transportation facilities. Tradable shall use reasonable efforts to mitigate the effects of any force majeure event and to resume performance as soon as reasonably practicable. For the avoidance of doubt, your payment obligations under these TOS shall not be excused by any force majeure event.

‍20   Confidentiality.

‍In the event the Parties have executed a Confidentiality and Nondisclosure Agreement (“NDA”), then such NDA shall govern the exchange of Confidential Information (as defined below) between the Parties pursuant to these TOS, including, but not limited to, each Party's respective obligations of confidentiality and restrictions of use thereof. If an NDA does not exist between the Parties, from time to time during the Term, either Party (“Disclosing Party”) may disclose or make available to the other Party (“Receiving Party”) information about its business confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”, “proprietary” or otherwise (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 20 by Receiving Party or any of its officers, directors, employees, agents, and/or other representatives (collectively, “Representatives”); (b) is or becomes available to Receiving Party and/or its Representatives on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of Receiving Party or its Representatives prior to being disclosed by or on behalf of Disclosing Party; (d) was or is independently developed by Receiving Party and/or its Representatives without reference to or use of, in whole or in part, any of Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. Receiving Party shall, and shall direct its Representatives to, (x) keep the Confidential Information strictly confidential and shall protect and safeguard the confidentiality of Disclosing Party's Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Confidential Information to any person or entity, except to Receiving Party's Representatives who need to know the Confidential Information to assist Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms. Receiving Party shall be responsible for any breach of this Section 20 by its Representatives. Upon the Disclosing Party's written request and/or the expiration or termination of these Terms, Receiving Party and its Representatives shall either promptly return to Disclosing Party all copies, whether in written, electronic or other form or media, of Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to Disclosing Party that such Confidential Information has been destroyed; provided that, Receiving Party and its Representatives will not be required to destroy or erase any electronic copy of any Confidential Information that is created pursuant to their bona fide data retention policies, electronic backup and archival procedures and/or as required by applicable law.

 21   U.S. Government Matters.

‍You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the software and documentation installed by Tradable on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.  

22   Assignment.

‍Neither Party may assign its rights and obligations under this TOS, in whole or in part, without the prior written consent of the other Party. Any assignment or transfer attempted in violation of this Section shall be null, void, and of no effect.23   Miscellaneous. If any provision of these TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these TOS will otherwise remain in full force and effect and enforceable. Both Parties agree that these TOS, together with any other agreements with Tradable governing your use of the Service, are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these TOS, and that all waivers and modifications must be in a writing signed by the duly authorized representatives of both Parties, except as expressly provided for herein. No agency, partnership, joint venture, or employment is created pursuant to these TOS and neither Party shall have the authority of any kind to bind the other Party in any respect whatsoever.

24   Governing Law.
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The laws of the State of Delaware govern all matters arising out of or relating to These TOS without giving effect to any conflict of law principles. Each of the Parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Wilmington, Delaware, as applicable, for any matter arising out of or relating to these TOS. Notwithstanding anything in the foregoing or in Section 18 to the contrary, Tradable may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or to enforce the non-circumvention provisions of Section 12. You acknowledge and agree that any breach or threatened breach of Section 11 (Intellectual Property), Section 12 (Non-Circumvention), Section 13 (Competitors), or Section 21 (Confidentiality) would cause Tradable irreparable harm for which monetary damages would be inadequate, and you therefore agree that Tradable shall be entitled to seek injunctive or other equitable relief (including specific performance) without the necessity of proving actual damages or posting any bond or other security. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TOS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

25   Notice

‍All notices under these TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

26   Privacy.  

Please visit http://www.tradable.xyz/privacy to understand how Tradable collects and uses personal information.

‍27   DMCA.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  Tradable will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property law with respect to any alleged or actual infringement.  A notification of claimed copyright infringement should be emailed to Tradable’s Copyright Agent at legal@tradable.xyz (subject line: “DMCA” Takedown Request”).  You may also contact us by mail or facsimile at:

Attention:
Legal Tradable Corp
150 North Riverside Plaza, Suite 5200
Chicago, IL, 60601

Notice: To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
- a description of the copyrighted work or other intellectual property that you claim has been infringed.
- a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site.
- your address, telephone number, and email address.a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law.
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.

Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:
- your physical or electronic signature.
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content.
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within Wilmington, Delaware and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

‍If a counter-notice is received by the Copyright Agent, Tradable will send a copy of the counter-notice to the original complaining Party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Tradable’s sole discretion.

Repeat Infringer Policy:  In accordance with the DMCA and other applicable law, Tradable has adopted a policy of terminating, in appropriate circumstances and at Tradable 's sole discretion, members who are deemed to be repeat infringers.  Tradable may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
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