Welcome to Scroobious!

These terms and conditions are a legal agreement (this “Agreement”) between you (together with the business entity, if any, that you represent, “You” or “Your”) and Scroobious, Inc. (“Scroobious” or “we”, “us” or “our”), a Delaware corporation, establishing terms and conditions under which You shall access and use the services and features available on Scroobious’s web-based platform (the “Scroobious Platform”).  The Scroobious Platform enables founders of business enterprises (“Founders”) to network with other Founders and with investors who have represented themselves to be Accredited Investors under the U.S. securities laws (“Investors”).  You may be accessing or using the Scroobious Platform as an Investor or a Founder.  The Scroobious Platform is located at https://www.scroobious.com/ and its subdomains and any related sub-domains, tools and services or through downloadable mobile or other applications (“Apps”) through which the Scroobious Platform is made available by Scroobious from time to time (the “Website(s)”).  The date You first agree to this Agreement is referred to herein as the “Effective Date.”  Your use of the Scroobious Platform and any Apps is also subject to our Privacy Policy available on our Website from time to time.  You acknowledge and agree that the Scroobious Platform is in the early stages of its development and that the features and functionality are expected to change frequently.

BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON OR USING THE SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE SCROOBIOUS PLATFORM AND/OR THE SERVICES FROM YOU ARE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES. 

FURTHER, THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND SCROOBIOUS ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE (SEE SECTION 10 “AGREEMENT TO ARBITRATE”).

1. DEFINITIONS.

1.1 “Accredited Investor” means an investor who meets the definition set out in Rule 501 of Regulation D under the Securities Act of 1933 (the “Securities Act”). In the context of a natural person, an accredited investor includes anyone who: (i) earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, OR (ii) has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). The definition also includes certain other categories including a bank, insurance company, registered investment company, business development company, or small business investment company.

1.2 “Affiliate” means any corporation or entity of either party, which is owned or controlled by or under common control with a party. For purposes of this definition, “control” shall mean the right to exercise directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the corporation or entity or the power to direct or cause the direction of the management or policies of the corporation or entity.

1.3 “Your Content” means content, data or information uploaded to and stored in the Scroobious Platform by You, as an Investor or Founder, in connection with Your use of the Scroobious Platform. Your Content includes Founder Content where You product such information as a Founder hereunder.

1.4 “Founder Content” means content uploaded to and stored in the Scroobious Platform by the Founder, or otherwise made available to the Scroobious Platform by the Founder, which may include business plans, product descriptions, biographical information, marketing materials and other materials in video, text or other formats.

1.5 “Intellectual Property Rights” shall mean all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

1.6 “Investor Content” means content uploaded to and stored in the Scroobious Platform by the Investor, or otherwise made available to the Scroobious Platform by the Investor, which may include financial information, areas of expertise, biographical information, marketing materials and other materials in video, text or other formats.

1.7 “Login Credentials” shall have the meaning set forth in Section 2.3

1.8 “PII” means information that can be used to identify, contact, locate, distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual.

1.9 “Registration Information” shall have the meaning set forth in Section 2.3

1.10 “Services” means access to the Scroobious Platform and services offered therein from time to time.

1.11 “Subscription Term” means the subscription period for the Services agreed in connection with Your registration on the Website.

2. SCROOBIOUS PLATFORM AND SERVICES.

2.1 Access and Use.  Subject to the terms and conditions of this Agreement, Scroobious hereby grants You, during the relevant Subscription Term, a limited, revocable, non-exclusive, non-transferable right for You to access and use the Services via the Scroobious Platform, solely for Your use as a Founder or Investor, as applicable, for the purpose of networking with other users.  You are responsible for obtaining, deploying and maintaining  all computer hardware, software, modems, routers and other communications equipment necessary for You to access and use the Services and Scroobious Platform via the Internet.

2.2 Eligibility.  In order to access and use the Services, You must be 18 years of age or older.  Additionally, if You wish to use the Services as an Investor, You must be an Accredited Investor.

2.3 Registration; Login Credentials.  You will be required to register with Scroobious in order to access and use the Services.  In order to register, You will be required to share certain information with Scroobious (“Registration Information”), whether You register as a Founder or Investor at Your election.  Scroobious reserves the absolute and unrestricted right to reject any individual or to terminate the registration of You or any other user, for any reason in Scroobious’ sole discretion.  Scroobious will enable You to create a user login and password for access and use of the Services and the Scroobious Platform (“Login Credentials”).  You are responsible for maintaining the confidentiality of Your Login Credentials and for any and all access and use of the Services or Scroobious Platform that occurs under Your Login Credentials.  You agree to immediately notify Scroobious of any unauthorized use of Your Login Credentials.

2.4 Restrictions.  You shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Scroobious Platform; (ii) modify, translate, or create derivative works based on any element of the Scroobious Platform or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services or Scroobious Platform; (iv) use the Services or Scroobious Platform for the benefit of any person or entity other than for Your benefit of as a Founder or Investor, as applicable; (v) remove any proprietary notices from any content You receive through the Services; (vi) publish or disclose to third parties any evaluation of the Services or Scroobious Platform without Scroobious’s prior written consent; (vii) use the Services or Scroobious Platform for any purpose other than its intended purpose; (viii) interfere with or disrupt the integrity or performance of the Services or Scroobious Platform; (ix) use any ‘robots’, ‘spiders’ or other methods to extract or copy bulk content from the Website;  or (x) attempt to gain unauthorized access to the Services or Scroobious Platform.

2.5 Content Disclosure Restrictions.  You shall not disclose any third party Founder Content, Investor Content or PII obtained through the Service to any third party without the express consent of the source of such content or PII.

2.6 Security.  Scroobious will deploy commercially reasonable security precautions intended to protect against unauthorized access to any Registration Information, Founder Content or Investor Content.  Scroobious will exercise reasonable efforts to deploy corrections within the Scroobious Platform for security breaches made known to Scroobious.  However, You acknowledge that, notwithstanding the security precautions deployed by Scroobious, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Scroobious Platform and Your Registration Information, Founder Content or Investor Content, as applicable, or any other content You disclose in connection with the Services.  Scroobious cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.

3. INVESTOR AND FOUNDER RESPONSIBILITIES, GRANT AND INTERACTIONS.

3.1 Accredited Investors.  Each Investor must complete an Investor Questionnaire to provide certain information and representations with regard to Accredited Investor status within the meaning of Rule 501(a) of Regulation D of the Securities Act.  Such information is collected by Scroobious for initial screening purposes only and Scroobious will not take steps to independently verify any such information. Any Investor or Founder that may ultimately engage in a securities transaction will be solely responsible for compliance with the federal securities laws, including with regard to the requirements of any exemption from registration under the Securities Act for any offers or sales of securities

3.2 Offers and Sales of Securities.   Scroobious is providing a Platform and Services by which Founders may network with other Founders and Investors. Investors interested in learning about Founders and their companies may do so through the review of such Founders’ Founder Content.  You understand that we are under no obligation to conduct any due diligence with respect to any Founder or Investor, nor will we be required to verify any Investor Content or Founder Content provided through the Services.  You agree that persons who may be affiliated with Scroobious may act as Investors or Founders on the Platform, and that Scroobious is not responsible for any Investor Content or Founder Content related to such affiliates. 

Each Founder acknowledges and agrees that such Founder shall not mention fundraising in their Founder Content or otherwise in connection with the Platform and Services, including utilizing the Website for any offer or sale of a security.  This prohibition includes, for example, any discussion of whether their company is raising funds, the amount of such fundraising, financial projections or any other terms of an offering.  Any discussions about fundraising must occur outside of the Platform and Services in one-on-one discussions between Founders and Investors.  No Founder Content, including any written material or video may include any pitch or other information designed to solicit interest in a specific securities offering, whether current or future.

Scroobious is not a broker-dealer, crowdfunding portal, investment adviser or other securities related intermediary.  We do not offer or sell securities in any form, and you agree that neither the Platform nor Services may not be used for such purposes.  Nor does Scroobious recommend or endorse any Founder Content on the Platform.  Scroobious also does not receive any compensation contingent on the outcome of a securities transaction, participate in negotiations regarding securities transactions, assist Founders or Investors in completion of a securities transaction, handle investor funds or securities, or engage in the business of buying and selling securities for its own account.  Investors should always consult with their own investment, legal and tax advisors when considering their investment needs and opportunities. 

Federal securities laws require that securities offered and sold in the United States be registered with the U.S. Securities and Exchange Commission unless otherwise exempt under applicable law.   Various states also have laws and regulations related to the offer and sales of securities.  The securities laws applicable to private placements is complicated, may involve both Federal and state laws and, depending on the location of investors, also may involve foreign laws.  To comply with certain securities offering exemptions under federal law, there are limitations on the use of general solicitation or advertising.  We are not responsible for determining and make no representation regarding whether the Platform or any of the Services constitutes a general solicitation under applicable law.  Nor are we providing any other advice regarding legal or regulatory requirements that may be applicable to your activities on the Platform or with respect to the Services.  By utilizing the Platform and Services, you agree that you are responsible for ensuring your compliance with applicable securities laws.

3.3 Your Content.   You warrant, represent and covenant to Scroobious that (i) all Registration Information, Investor Content and Founder Content provided by You, as applicable, shall be correct and complete when provided and that You shall update such Registration Information, Investor Content and Founder Content when errors are identified and (ii) You have the right to provide the Registration Information, Founder Content and Investor Content to Scroobious for the purposes set forth herein, without misappropriation, violation or infringement of any third party intellectual property rights and the provision of such information complies with all applicable laws and regulations.  You further grant to Scroobious a royalty-free, nonexclusive right and license to use the Your Registration Information and Founder Content or Investor Content, as applicable, (a) in order to provide the Services, display such Founder Content and Investor Content to any other Investors or Founders with access to the Scroobious Platform and to enable such Investors or Founders to download such Investor Content and Founder Content from time to time; (b) to analyze and improve the Scroobious Platform and the Services; and (c) to compile and use aggregate or de-identified data, statistics, measurements or other metrics derived from Your use of the Services (including in combination with the aggregate or de-identified customer data of other Scroobious customers) for its own purposes.  You have control over whether any PII is included in the Founder Content or Investor Content that You provide; You must disclose only PII which You are comfortable may become publicly known as a result of its availability on the Scroobious Platform.

3.4 Interactions and Arrangements between Founders and Investors are at Your Risk.  Other than collection of certain information provided by an Investor claiming to be an Accredited Investor, Scroobious does not evaluate the character of any Founder or Investor nor the veracity or completeness of any Founder Content or Investor Content.  Scroobious cannot guarantee the veracity or completeness of any Founder Content or Investor Content and cannot control the acts or omissions of any Founder or Investor.  Any interactions between Founders and Investors through the Scroobious Platform or which arise from Your use of the Scroobious Platform are solely at Your risk.  Further, the Scroobious Platform enables Investors and Founders to share Investor Content and Founder Content or other information with other Investors and Founders on the Scroobious Platform. If You share Your Investor Content or Founder Content, as applicable, or any other information through or in connection with the Scroobious Platform, You do so at Your own risk.  Scroobious shall have no obligation to participate or assist in any way in the event of any dispute between You and any other Founder, Investor or other user of the Scroobious Platform or Services.

3.5 Communication through Scroobious Platform; Prohibited Conduct.  The Services may enable You to communicate with other Founders and/or Investors from time to time.  By accessing our Website or Services or any communications methods enabled through our Website or Services, in addition to the other restrictions set forth herein, You agree to abide by the following standards of conduct.  You agree that You will not, and will not authorize or facilitate any attempt by another person to use our Website, Services or any related communication methods to:

a. Transmit unsolicited commercial e-mail (aka “spam”) or unsolicited mass distributions of messages or files;

b.Offer or sell securities;

c. Fail to comply with any restrictions on the use of such communication methods as set forth on our Website from time to time;

d. Transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Scroobious;

e. Use a name or language that Scroobious, in its sole discretion, deems offensive;

f. Post defamatory statements;

g. Post hateful or racially or ethnically objectionable content;

h. Post content which infringes another's copyright, trademark or trade secret;

i. Post unsolicited advertising or unlawfully promote products or services;

j. Harass, threaten or intentionally embarrass or cause distress to another person or entity;

k. Impersonate another person or entity;

l. Promote, solicit, or participate in any multi-level marketing or pyramid schemes;

m. Exploit children under 18 years of age;

n. Engage in disruptive activity such as sending multiple messages in an effort to monopolize a forum;

o. Introduce viruses, worms, Trojan horses and/or harmful code to the Website;

p. Obtain unauthorized access to any computer system through the Website;

q. Use the Website or Services for the purpose of extracting information to develop or improve competing solutions or otherwise to commercially exploit any of the features, functionality or content of the Scroobious Platform, except for any transactions between You and the other Founder or Investor hereunder which is the source of such information;

r. Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age);

s. Solicit personal information from children under 13 years of age;

t. Violate any federal, state, local, or international law or regulation; or

u. Encourage conduct that would constitute a criminal or civil offense.

3.6 Copyright Infringement; Notice and Take Down Procedures.  If You believe that any Founder Content, Investor Content or other materials on this Website infringe Your copyright, You may request that they be removed.  This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:  (1) identification of the copyrighted work that You believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that You believe to be infringing and its location, including a description of the material, its Website location or other pertinent information that will help us to locate such material; (3) information reasonably sufficient for us to contact You, such as Your name, address, telephone number or email address; (4) a statement that You have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (5) a statement that the information in Your claim is accurate; and (6) a statement that You declare that You are the lawful copyright owner or are authorized to act on the owner’s behalf.  Our agent for copyright issues relating to this Website is: Copyright Manager, Scroobious, Inc., 500 Westover Dr #16052, Sanford, NC 27330 or CopyrightManager@scroobious.com.

In an effort to protect the rights of copyright owners, without limiting our other rights under this Agreement, we maintain a policy for the termination, in appropriate circumstances, of users of the Services who are infringers.

4. FEES AND PAYMENT.

4.1 Subscription Fees.  Some of our Services are provided free of charge while other Services are subject to a fee (“Subscription Fee”) which varies based on the nature and extent of such Services.  Any applicable Subscription Fees will be identified in the course of Your purchase.  For any Services subject to a Subscription Fee, You will be billed in advance on a monthly basis for the applicable Subscription Fees for such Services. Except as otherwise specified on the Scroobious Platform at the time of Your purchase, subscriptions and Subscription Fees are non-cancelable during the Subscription Term, and the subscriptions purchased cannot be decreased during the relevant Subscription Term on the Order. Scroobious may change the Subscription Fees in its sole discretion at any time; provided that Subscription Fees for Your then-current Subscription Term will not change until the expiration of such then-current Subscription Term.

4.2 Invoices and Payment Terms.  Except as otherwise expressly set forth on the Website in connection with Your purchase of Services from time to time, Scroobious shall invoice You on a monthly basis, and You shall pay Scroobious, for amounts due under this Agreement. If You agree to a purchase on a recurring basis, You agree that we may automatically charge the payment method You have provided at the agreed intervals, unless and until You cancel Your Subscription Term by selecting the cancellation option on Your Account page in the Scroobious Platform.  You represent that You have the legal right to use any payment method that You submit to us.  You shall pay Scroobious the amount due under any invoice within thirty (30) days of the date of invoice by such payment methods as are supported by Scroobious at the time of payment.  All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction.  All amounts paid to Scroobious are non-refundable except as expressly set forth herein.

4.3 Taxes.  You shall pay all applicable sales, use and value-added taxes (except for taxes imposed on Scroobious’s net income) with respect to the Services under this Agreement or furnish Scroobious with evidence acceptable to the taxing authority to sustain an exemption therefrom.  All payments under this Agreement shall be made free and clear of (and without deduction for or grossed up for, as applicable) any withholding or other taxes levied by any country or jurisdiction on payments to be made pursuant to this Agreement that applicable law requires You to withhold.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Mutual Warranties.  You and Scroobious each represents, warrants and covenants that: (a) such party has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) such party’s agreement to and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by such party to any third party to keep any information or materials in confidence or in trust.

5.2 No Scroobious Platform or Services Warranty.  The Website, Scroobious Platform and Services are provided “AS IS” without any warranties, express or implied. YOUR USE OF THE WEBSITE, SCROOBIOUS PLATFORM AND SERVICES IS AT YOUR OWN RISK.  SCROOBIOUS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SCROOBIOUS DISCLAIMS ALL LIABILITY FOR THE LOSS OF DATA OR CONTENT ENTERED INTO OR SAVED IN THE SCROOBIOUS PLATFORM.

6. INDEMNIFICATION.

You shall indemnify and hold harmless, and at Scroobious’s request defend, Scroobious and its Affiliates, licensors, successors and assigns (and its and their officers, directors, employees, contractors, customers, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to: (a) any third party claim or threat thereof that Your Registration Information, Founder Content or Investor Content (and the exercise of the rights by Scroobious granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Your use or alleged use of the Services or Scroobious Platform (other than claims arising from Scroobious’s breach of this Agreement); (c) any transactions between You and any third party, whether Founder, Investor or otherwise, or (d) any breach or alleged breach by You of any of Your covenants, representations or warranties set forth in this Agreement.  Scroobious will notify You promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice shall not relieve You of its obligations hereunder except to the extent that You was actually and materially prejudiced by such failure.  You shall not settle any claim for which indemnification is sought under this Section without the prior written approval of Scroobious, which approval shall not be unreasonably withheld or delayed.

7. PROPRIETARY RIGHTS.

7.1 Ownership. You acknowledge that the Scroobious Platform and the Services, and all Intellectual Property Rights therein, are the sole and exclusive property of Scroobious and its licensors. Scroobious acknowledges that Your Founder Content and Investor Content, as applicable, is Your sole and exclusive property. Each party retains all other rights not expressly granted in this Agreement.

7.2 Limited Feedback License.  You hereby grant to Scroobious, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Your Intellectual Property Rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Scroobious Platform and Services that You may provide from time to time, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Scroobious Platform or any other products or services.  Feedback is provided “as is” without warranty of any kind.

7.3 Usage Data. Notwithstanding anything else in the Agreement or otherwise, Scroobious may monitor Your use of the Services and Scroobious Platform for Scroobious’ other internal purposes, including to create data or information therefrom in an aggregate or de-identified manner, such as compilation of statistical and performance information related to the provision and operation of the Scroobious Platform and Services.  You agree that Scroobious may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You.  Scroobious retains all Intellectual Property Rights in such data and information.

8. LIMITATION OF LIABILITY.

8.1 No Consequential Damages.  SCROOBIOUS AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SCROOBIOUS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SCROOBIOUS PLATFORM, SERVICES OR RESULTS THEREOF.  SCROOBIOUS WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

8.2 Limits on Liability.  SCROOBIOUS AND ITS LICENSORS SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES GREATER THAN THE SUM OF THE AMOUNTS HAVING THEN ACTUALLY BEEN PAID BY YOU TO SCROOBIOUS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS, IN ALL CIRCUMSTANCES, ANY AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF SUCH LIABILITY) BY SCROOBIOUS TO YOU IN SATISFACTION OF ANY LIABILITY FOR DAMAGES UNDER THIS AGREEMENT.  YOU RELEASE SCROOBIOUS AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE SCROOBIOUS PLATFORM OR SERVICES, AND THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 8.2.

8.3 Essential Purpose.  You acknowledge that the terms in this Section 8 are an essential basis of the bargain described in this Agreement and that, were Scroobious to assume any further liability, the fees payable hereunder would out of necessity, be set much higher.  THE LIMITATIONS IN THIS SECTION 8 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

9. TERM AND TERMINATION.

9.1 Term.  The term of this Agreement shall commence on the Effective Date and continue until the expiration or termination of all Subscription Term(s) for Services, unless earlier terminated as provided in this Agreement.

9.2 Termination.  Scroobious reserves the right to terminate this Agreement for no reason in its sole discretion at any time; provided that, in the event such termination of Services subject to Subscription Fees without cause, Scroobious will provide a pro-rata refund to You of any pre-paid Subscription Fees for the then-current Subscription Term.  Further, either party may terminate this Agreement (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting party or such other period as the parties may agree.

9.3 Effects of Termination.  Upon expiration or termination of this Agreement, (i) Your use of and access to the Services and Scroobious Platform shall cease; and (ii) all fees and other amounts owed under this Agreement shall be immediately due and payable by You. Scroobious shall have no obligation to maintain or provide any of Your Investor Content or Founder Content and may thereafter unless legally prohibited, delete all such content in its systems or otherwise in its possession or under its control.

9.4 Survival.  This Section 9.4 and Sections 1 (Definitions), 3 (Investor and Founder Responsibilities, Grant and Interactions), 4 (Fees and Payments), 5 (Representations and Warranties), 6 (Indemnification), 7 (Proprietary Rights), 8 (Limitation of Liability), 9.3 (Effects of Termination), 10 (Agreement to Arbitrate) and 11 (Miscellaneous) shall survive any termination or expiration of this Agreement.

10 AGREEMENT TO ARBITRATE.

10.1 Arbitration.  You agree that all disputes between You and Scroobious (whether or not such dispute involves a third party) arising out of or relating to this Agreement, the Website, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language via teleconference or, if requested by You, in Boston Massachusetts, U.S.A., in each case under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and You and Scroobious hereby expressly waive trial by jury. You and Scroobious shall appoint as sole arbitrator a person mutually agreed by You and Scroobious or, if You and Scroobious cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party.  Each party shall equally bear the costs of the arbitration, except that, if You are an individual Founder (not representing a corporate or similar entity), Scroobious will bear the reasonable cost of the arbitrator and the AAA; in any event, each party will bear the cost of their own counsel. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, either You or Scroobious shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement (including without limitation Section 8 above) or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

10.2 Waiver of Class Actions.  Any claims brought by You or Scroobious must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Scroobious will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

10.3 Opt Out.  You may opt out of this agreement to arbitrate in this Section 10.  If You do so, neither You nor we can require the other to participate in an arbitration proceeding.  To opt out, You must notify us in writing within thirty (30) days of the date that You first became subject to this arbitration provision.  The opt out notice must state that You do not agree to the Agreement to Arbitrate and must include Your name, address, phone number, Your Login Credentials to which the opt out applies and a clear statement that You want to opt out of this agreement to arbitrate.  You must sign the opt out notice for it to be effective.  This procedure is the only way You can opt out of the Agreement to Arbitrate.  You must use this address to opt out: Scroobious, Inc., ATTN: Arbitration Opt-out, 500 Westover Dr #16052, Sanford, NC 27330.

10.4 Survival.  This Arbitration section will survive the termination of Your relationship with Scroobious.

11. MISCELLANEOUS.

11.1 Notices.  Whenever, under the terms of or in connection with this Agreement, any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt requested, and with all postage prepaid, to the address set forth in the preamble of this Agreement, or to such other address for either party as may be supplied by notice given in accordance herewith.

11.2 Amendment; Waiver.  This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties or through a click through agreement accepted by You.  No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted.  No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

11.3 Severability.  If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

11.4 Governing Law.  This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles which would apply the laws of any other state or country.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Subject in all respects to Section 10 hereof, for any disputes arising out of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Commonwealth of Massachusetts.

11.5 Attorneys’ Fees.  In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.

11.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; epidemic, unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, act of terror, insurrection, riot, act of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.

11.7 Assignment.  You may not assign Your  rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without Scroobious’s prior written consent. Notwithstanding the foregoing, You may assign this Agreement in connection with an acquisition, sale or transfer of all or substantially all of Your  assets, stock or business by sale, merger, consolidation, or similar transaction. Scroobious may assign its rights or obligations under this Agreement without Your prior written consent. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.

11.8 Relationship of the Parties.  Scroobious is an independent contractor to You. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties.  Neither party has the authority to bind the other or to incur any obligation on its behalf.

11.9 Construction of Agreement.  Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions.  Should any questions of construction or interpretation of this Agreement arise, then the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.

11.10 Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.

Version:  June 24, 2020